Form 8-K

8-K — Wellgistics Health, Inc.

Accession: 0001493152-26-015548

Filed: 2026-04-07

Period: 2026-04-01

CIK: 0002030763

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002030763

2026-04-01

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 1, 2026

WELLGISTICS

HEALTH, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42530

93-3264234

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3000

Bayport Drive

Suite

950

Tampa,

FL 33607

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (844) 203-6092

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

WGRX

The

Nasdaq Capital Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

April 1, 2026, Wellgistics Health, Inc. (the “Company”), entered into a note purchase agreement (the “Note Purchase

Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors

in a private offering up to $1,250,000 in aggregate principal amount (the “Aggregate Principal Amount”) of promissory notes

(the “Notes”) (the “Offering”). The aggregate purchase price payable by all Investors for the Notes is $1,000,000,

reflecting a 20% original issue discount.

All

principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable

on (a) the twelve (12) month anniversary of the date of issuance of the Notes, or (b) the date of closing of the next issuance and sale

of capital stock of the Company, in a single transaction or series of related transactions, to Investors (a “Qualified Financing”).

The Notes shall accrue interest at a rate of 0% except in the event of an event of default, in which case, the default interest rate

shall be 15% per annum.

The

Note contains certain specified events of default, the occurrence of which would entitle Investors to immediately demand repayment of

all outstanding principal on the Note such as certain events of bankruptcy and insolvency. The Note does not contain any affirmative

and restrictive covenants by the Company.

The

Note Purchase Agreement includes standard representations, warranties, and conditions precedent for both parties. It further provides

that, for the longer of (i) one year from date the Note is issued or (ii) so long as any Notes remain outstanding, if the Company proposes

to offer and sell its securities, whether through an Equity Financing (as defined in the Note Purchase Agreement) or any other transaction

(each, a “Future Offering”), the Investors have the right, but not the obligation, to participate in the Future Offering

by purchasing securities in an amount up to 100% of their purchased Note principal. Additionally, the Company has agreed that while the

Aggregate Principal Amount remains outstanding, the Company will not (i) incur, create, assume, guarantee, or otherwise become liable

for any borrowed money or issue debt securities, and (ii) grant, create, incur, assume, or permit any new lien, pledge, mortgage, security

interest, or other encumbrance on its assets or properties, whether currently owned or later acquired.

The

foregoing description of the Notes and the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by

reference to the full text of the form of Note and the Note Purchase Agreement, copies of which are filed as Exhibits 4.1 and 10.1, respectively,

to this Current Report on Form 8-K and are incorporated by reference herein.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item

3.02. Unregistered Sales of Equity Securities.

the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item

3.02 in its entirety.

the Purchase Agreement, each Investor represented to the Company, among other things, that it is an “accredited investor”

(as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)).

The Note and any Company securities issued upon conversion of the Note, and the PA Warrants will be sold and issued by the Company to

the Investors and the Placement Agent, as applicable, in reliance upon the exemptions from the registration requirements of the Securities

Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The

following exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit

No.

Description

4.1

Form of Note, dated April 1, 2026

10.1

Form of Note Purchase Agreement dated as of April 1, 2026, by and between Wellgistics Health, Inc. and certain investors party thereto

104*

Cover

Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

April 7, 2026

WELLGISTICS

HEALTH, INC.

By:

/s/

Prashant Patel

Prashant

Patel, President

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

Execution

Version

NEITHER

THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION

WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF

AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

PROMISSORY

NOTE

$[________].00

April

1, 2026

For

value received Wellgistics Health, Inc., a Delaware corporation (the “Company”),

promises to pay to [_____________] or its successors or assigns (“Holder”) the principal sum of US $[______].00

with simple interest on the outstanding principal amount at the rate of zero percent (0%) per annum. Interest will commence on the date

hereof and will continue on the outstanding principal until paid in full or otherwise converted pursuant to the terms set forth herein.

All principal and interest on the outstanding principal will accrue and, unless converted earlier as set forth below, be due and payable

on the earlier of (a) the twelve (12) month anniversary of the date hereof, or (b) the date of closing of a Qualified Financing, as defined

herein (the “Maturity Date”). Interest will be computed on the basis of a 365-day year. This Note is being

issued as a series of promissory notes (collectively, the “Notes”, and such other promissory notes, the “Other

Notes”) under that certain Note Purchase Agreement dated as of the date hereof (the “Purchase Agreement”).

Cash Purchase Price. This Promissory Note (the “Note”) is being purchased for a cash purchase price

of $[________].00, reflecting a 20% original issue discount.

Definitions.

(a)

“Common Stock” means the Company’s common stock, par value $0.001 per share.

(b)

“Note Balance” means at any particular time the then outstanding principal balance and any accrued but unpaid

interest on this Note.

(c)

“Securities Act” means the Securities Act of 1933, as amended.

Prepayment; Financing Repayment; Applicable of Payments.

(a)

Optional Prepayment. The Company may, at its option, upon not less than five (5) Trading Days’ prior written notice to the

Holder, prepay all or any portion of the outstanding Note Balance; provided that any such prepayment shall be made at a price equal to

110% of the portion of the Note Balance being prepaid (the “Prepayment Amount”). Any such prepayment shall

be applied first to accrued and unpaid interest, if any, and then to principal. Upon payment in full of the Note Balance, including the

applicable Prepayment Amount, this Note shall be surrendered to the Company for cancellation.

(b)

Financing Proceeds. Subject to the provisions of this Section, in the event the Company consummates any equity or equity-linked

financing (each, a “Qualified Financing”), the Company shall apply a portion of the net proceeds (after payment

of placement agent fees and reasonable transaction expenses) received by the Company from such Qualified Financing toward repayment of

the outstanding Note Balance, on a pro rata basis among the holders of all outstanding Notes. The Company shall apply (i) 50% of such

net proceeds from each Qualified Financing until the Company has received aggregate gross proceeds of $5,000,000 from one or more Qualified

Financings (the “Threshold Amount”), and (ii) 100% of such net proceeds from any Qualified Financing (or portion thereof)

to the extent that aggregate gross proceeds from all Qualified Financings exceed the Threshold Amount. For the avoidance of doubt, if

a Qualified Financing causes the aggregate gross proceeds from all Qualified Financings to exceed the Threshold Amount, then 50% of the

portion of such financing up to the Threshold Amount and 100% of the portion in excess of the Threshold Amount shall be applied toward

repayment of the outstanding Note Balance. Notwithstanding the foregoing, no repayment shall be required from the proceeds of (i) any

at-the-market offering program, (ii) issuances under any equity incentive plan approved by the Board of Directors, (iii) any equity line

of credit or similar committed equity facility, (iv) any Strategic Financing (as defined in the Purchase Agreement), or (v) any issuance

of securities as consideration in a bona fide acquisition, merger or other strategic commercial transaction. All repayments made pursuant

to this Section shall be applied first to accrued and unpaid interest, if any, and thereafter to the outstanding Note Balance.

Reserved.

Events of Default.

5.1

“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it

shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,

rule or regulation of any administrative or governmental body):

(i)

any default in the payment of the principal of this Note or any other amount due hereunder, as and when the same shall become due and

payable;

(ii)

The Company shall fail to observe or perform any obligation or shall breach any term or provision of this Note and such failure or breach

shall not have been remedied within fifteen (15) calendar days after the date on which notice of such failure or breach shall have been

delivered;

(iii)

The Company or any of its subsidiaries shall commence, or there shall be commenced against the Company or any subsidiary a case under

any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary

commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency

or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary, or there

is commenced against the Company or any subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed for

a period of 60 days; or the Company or any subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving

any such case or proceeding is entered; or the Company or any subsidiary suffers any appointment of any custodian or the like for it

or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Company or any subsidiary

makes a general assignment for the benefit of creditors; or the Company or any subsidiary shall fail to pay, or shall state that it is

unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary shall call a meeting

of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary shall

by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate

or other action is taken by the Company or any subsidiary for the purpose of effecting any of the foregoing;

(iv)

The Company or any subsidiary shall default in any of its respective obligations under any other note or any mortgage, credit agreement

or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued in excess of $500,000,

or by which there may be or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement

of the Company or any subsidiary, whether such indebtedness now exists or shall hereafter be created and such default shall result in

such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

(v)

The Company shall (a) be a party to any Change of Control Transaction (as defined below), (b) agree to sell or dispose all or substantially

all of its assets in one or more transactions (whether or not such sale would constitute a Change of Control Transaction), (c) redeem

or repurchase more than a de minimis number of shares of Common Stock or other equity securities of the Company, or (d) make any distribution

or declare or pay any dividends (in cash or other property, other than common stock) to purchase, acquire, redeem, or retire any of the

Company’s capital stock, of any class, whether now or hereafter outstanding. “Change of Control Transaction”

means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal entity or “group” (as

described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through

legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities

of the Company, (ii) a replacement at one time or over time of more than one-half of the members of the Company’s board of directors

which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals

who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority

of the members of the board of directors who are members on the date hereof), (iii) the merger of the Company with or into another entity

that is not wholly-owned by the Company, consolidation or sale of 50% or more of the assets of the Company in one or a series of related

transactions, or (iv) the execution by the Company of a binding agreement to which the Company is a party or by which it is bound, providing

for any of the events set forth above in (i), (ii) or (iii); or

(vi)

the Chief Executive Officer of the Company ceases to serve in such capacity and is not replaced within sixty (60) days by a successor

reasonably acceptable to the Holder;

(vii)

the Company shall be in breach of any covenant in the Purchase Agreement, or it becomes known that any representation or warranty of

the Company in the Purchase Agreement was untrue or incorrect on the date made; or

(viii)

the Common Stock is suspended from trading on Nasdaq for a period of ten (10) consecutive Trading Days (other than due to general market

conditions) or is delisted from Nasdaq and not relisted on Nasdaq or another national securities exchange within fifteen (15) Trading

Days thereafter;

5.2

If any Event of Default occurs, the full principal amount of this Note shall become, at the Payee’s election, immediately due and

payable in cash. Commencing three (3) days after the occurrence of any Event of Default that results in the acceleration of this Note,

the interest rate on this Note shall accrue at the rate of 15% per annum, or such lower maximum amount of interest permitted to be charged

under applicable law. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any

kind, and the Holder may immediately and without expiration of any grace period enforce any and all of his rights and remedies hereunder

and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior

to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Governing Law. The terms of this Note are governed by and construed in accordance with the laws of the State of Delaware.

Time of Essence. Time is of the essence with respect to all of the Company’s obligations and agreements under this Note.

Successor and Assigns. This Note and all provisions, conditions, promises and covenants hereof are binding in accordance with

the terms hereof upon the Company, its successors and assigns. The obligations of the Company set forth herein will not be assignable

by the Company without Holder’s prior written consent.

Collection Expenses. The Company further agrees, subject only to any limitation imposed by applicable law, to pay all expenses,

including reasonable attorneys’ fees, incurred by the Holder in endeavoring to collect any amounts payable hereunder which are

not paid when due.

10.

Waiver. The Company hereby waives presentment, protest, demand for payment, notice of dishonor, and any and all other notices

or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note.

11.

Amendment. This Note may be amended with the written consent of the holders of a majority of the outstanding indebtedness under

the Notes and the Company, which consent will be binding upon the Holder hereof.

12.

Entire Agreement. This Note contains the entire understanding of the Company and the Holder with respect to the subject matter

hereof and thereof and expressly supersede any and all prior agreements and understandings among them with respect to such subject matter.

All pronouns contained herein, and any variations thereof, are deemed to refer to the masculine, feminine or neutral, singular or plural,

as to the identity of the parties hereto may require.

[Remainder

of page intentionally left blank]

WITNESS WHEREOF, the Company and the Holder have caused this Note to be executed and issued as a sealed instrument as of the date

and year first written above.

WELLGISTICS HEALTH, INC.

By:

Name:

Prashant

Patel

Title:

President

HOLDER:

By:

[Signature

Page to Convertible Promissory Note]

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit 10.1

NOTE

PURCHASE AGREEMENT

This

Note Purchase Agreement (this “Agreement”), dated as of April 1, 2026, is entered into between Wellgistics

Health, Inc., a Delaware corporation (the “Company”), and the investor named on the signature page hereto (the

“Investor”).

Recitals

WHEREAS,

the Company is undertaking a private offering (the “Offering”) of up to $1,250,000 in aggregate principal amount

(the “Aggregate Principal Amount”) of promissory notes in the form attached hereto as Exhibit A (the

“Notes”);

WHEREAS,

the terms of the Offering are specifically made subject to the terms, risk factors and disclosures set forth in the Notes and this Agreement;

WHEREAS,

subject to the terms and conditions set forth herein, the Company wishes to enter into this Agreement to issue and sell to the Investor

the Notes, and the Investor desires to purchase from the Company, the amount of Notes set forth on the signature page hereto and on the

terms and conditions set forth herein.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Definitions.

Capitalized terms not otherwise defined in this Agreement will have the meanings set forth in this Section 1.

1.1.

“Aggregate

Principal Amount” means the maximum total principal amount of Notes offered in the Offering, which is $1,250,000.

1.2.

“Aggregate

Purchase Price” means the total purchase price payable by all investors for the Notes issued in the Offering, which

is $1,000,000.

1.3.

“Common

Stock” means the common stock, par value $0.0001, of the Company.

1.4.

“Disclosure

Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

1.5.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended.

1.6.

“Indebtedness”

means, without duplication, (a) all indebtedness for borrowed money, (b) obligations evidenced by bonds, debentures, notes or similar

instruments, (c) capital lease obligations, (d) reimbursement obligations in respect of letters of credit, bankers’ acceptances

or similar credit facilities, (e) all obligations by any lien on property or assets of the Company, whether or not the obligations

thereby have been assumed, and (f) any guarantees of the foregoing.

1.7.

“Nasdaq”

means The Nasdaq Stock Market LLC.

1.8.

“Note”

means the promissory note issued to the Investor pursuant to Section 2, the form of which is attached hereto as Exhibit

1.9.

“Placement

Agent” means Dawson James Securities, Inc.

1.10.

“Principal

Amount” means, with respect to any Investor, the principal amount of Notes purchased by such Investor as specified

on the signature page of this Agreement.

1.11.

“Purchase

Price” means, with respect to any Investor, the purchase price payable by such Investor for the Notes, as specified

on the signature page of this Agreement.

1.12.

“SEC

Reports” means, collectively, each report filed by the Company with the SEC through the date of this Agreement.

1.13.

“Securities

Act” means the Securities Act of 1933, as amended.”

1.14.

“Strategic

Financing” means any equity or equity-linked financing, joint venture, commercial collaboration, licensing transaction,

data-sharing or data-monetization arrangement, technology integration, distribution arrangement, or similar strategic transaction

entered into by the Company with a pharmaceutical company, healthcare services company, data, artificial intelligence, digital asset,

Web3, information services, data-monetization, or technology platform company, payer, pharmacy network, supplier, or other commercial

or strategic partner, the primary purpose of which is a bona fide commercial, operational, or strategic relationship rather than

capital raising, as determined by the Board of Directors in good faith.

1.15.

“Transaction

Documents” means collectively, this Agreement and the Note.

Purchase

and Sale of Note. In exchange for the Purchase

Price paid by the Investor, the Company will sell and issue the Note to the Investor. The Note will have a principal balance equal

to the Principal Amount. Nothing in this Note shall permit the issuance of shares of Common Stock in excess of the limits imposed

by applicable Nasdaq rules without stockholder approval.

Reserved.

Closing. The

closing of the sale of the Note in return for the Purchase Price paid by the Investor (the “Closing” and

the date thereof, the “Closing Date”) will take place remotely via the exchange of documents and

signatures on the date of this Agreement, or at such other time and place as the Company and the Investor agree upon orally or in

writing. At the Closing, the Investor will deliver the Purchase Price to the Company and, in return therefor, the Company will

deliver the Note to the Investor. On the Closing Date, the Investor will make a wire transfer payment of United States dollars in

immediately available funds in the full amount of the Purchase Price. Upon the Closing, the Company shall deliver to the Investor

the Note, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities

laws or those incurred by Investor and the restrictive legends set forth in Section 10.10), as set forth in Section

4.2 below.

4.2.

Promptly

after the Closing, the Company shall deliver (or cause the delivery of) the Note to the Investor with restrictive legends, as set

forth in Section 10.10 below.

5. Closing Conditions.

5.1.

The

obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the additional

conditions that, on the Closing Date:

(a)

all

representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects (other

than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and

correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which

shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality,

which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing,

shall constitute a reaffirmation by the Investor of each of the representations, warranties and agreements of the Investor contained

in this Agreement as of the Closing Date; and

(b)

The

Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by it at or prior to Closing.

5.2.

The

obligations of the Investor to consummate the Closing are also subject to the satisfaction or valid waiver by the Investor of the

additional conditions that, on the Closing Date:

(a)

all

representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other

than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations

and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties

made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that

are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all

respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Company of each of the representations,

warranties and agreements of such party contained in this Agreement as of the Closing Date; and

(b)

the

Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by it at or prior to Closing.

Deliveries.

6.1.

or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Investor the following:

(a)

this

Agreement duly executed by the Company;

(b)

legal opinion of Company Counsel in a form reasonably acceptable to the Placement Agent;

(c)

the

Company shall have provided the Investor with the Company’s wire instructions;

(d)

the

duly executed Transaction Documents;

(e)

Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; and

(f)

Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent.

6.2.

or prior to the Closing Date, each Investor shall deliver or cause to be delivered to the Company the following:

(a)

this

Agreement duly executed by such Investor; and

(b)

the

Investor’s Purchase Amount, by wire transfer of immediately available funds in accordance with the flow of funds letter.

Representations

and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a

part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding

section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to the Investor:

7.1.

Organization

and Good Standing. Each of the subsidiaries of the Company are set forth on Schedule 7.1. Each of the Company and its

subsidiaries has been duly incorporated or organized, as applicable, is validly existing and is in good standing (to the extent the

concept of good standing is applicable in such jurisdiction) under the laws of its jurisdiction of incorporation or organization.

Each of the Company and its subsidiaries has the requisite power and authority to own its properties and conduct its business as

currently being carried on and as described in the SEC Reports, and is duly qualified to do business as a foreign corporation or

other entity in good standing in each jurisdiction in which the conduct of its business or ownership of property makes such qualification

necessary and in which the failure to so qualify would (A) have a material adverse effect on the business, properties, financial

condition, shareholders’ equity or results of operations of the Company or (B) materially affect the validity of the Note or

the legal authority or ability of the Company to perform in all material respects its obligations under the terms of this Agreement

or the Note (each, a “Material Adverse Effect”).

7.2.

Violations or Defaults. Neither the Company nor any of its subsidiaries (A) is in violation of its respective charters, bylaws

or other organizational documents, (B) is in breach of or otherwise in default and no event has occurred which, with notice or lapse

of time or both, would constitute such a default, in the performance or observance of any term, covenant or condition contained in

any contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or

by which it is bound or to which any of its material property or assets is subject, or (C) is in violation in any respect of any

law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject,

including the Sarbanes–Oxley Act and the Exchange Act; except, in the case of clauses (A), (B) and (C) of this Section 7.2,

for any breaches, violations or defaults which, singularly or in the aggregate, would not reasonably be expected to have a Material

Adverse Effect.

7.3.

Authorization;

No Conflicts; Authority.

7.3.1.

All

corporate action required to be taken by the Company’s Board of Directors, or a duly authorized committee thereof (the “Board”),

in order to authorize the Company to enter into this Agreement and to issue the Note at the Closing has been taken by the Board.

This Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance

with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,

moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered

at law or equity.

7.3.2.

Assuming

the accuracy of the Investor’s representations and warranties in Section 7, the execution, delivery and performance

of this Agreement and the consummation by the Company of the transactions that are the subject of this Agreement in compliance herewith

will be done in accordance with the rules of Nasdaq, and none of the foregoing will result in (i) a material breach or material violation

of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien,

charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture,

mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company or any of its subsidiaries

is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is

subject, which would (i) (A) have a Material Adverse Effect on the business, properties, financial condition, shareholders’

equity or results of operations of the Company or (B) materially affect the validity of the Note or the legal authority or ability

of the Company to perform in all material respects its obligations under the terms of this Agreement or the Note; (ii) result in

any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or

any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over

the Company or any of its properties that would have a Material Adverse Effect.

7.4.

Indebtedness.

Except as set forth on Schedule 7.4, the Company does not have any Indebtedness outstanding. Schedule 7.4 sets forth

a true, correct and complete list of all Indebtedness of the Company as of the date hereof, including, for each item of Indebtedness,

(i) the obligor, (ii) the holder or counterparty, (iii) the principal amount outstanding, (iv) the maturity date, (v) the interest

rate (or method of determining the interest rate), and (vi) any security therefor or guarantees in respect thereof.

7.5.

Security

Interests; Priority. Except as set forth on Schedule 7.5, none of the assets or properties of the Company is subject to

any mortgage, pledge, lien, security interest, charge or other encumbrance of any kind (collectively, “Liens”).

Schedule 7.5 sets forth a true, correct and complete description of all Liens on the assets or properties of the Company,

including, for each such Lien, (i) the obligation, (ii) the collateral subject thereto, (iii) the identity of the party, and (iv)

the relative priority of such Lien. The Indebtedness and other obligations by the Liens described on Schedule 7.5 constitute

the only obligations of the Company that are by any assets or properties of the Company, and, except as set forth on Schedule

7.5, no such Liens secure obligations that are senior to, pari passu with, or entitled to priority over the obligations under

the Notes.

7.6.

Private

Placement and No General Solicitation. Assuming the accuracy of the Investor’s representations and warranties in Section

8, in connection with the offer, sale and delivery of the Note in the manner contemplated by this Agreement, it is not necessary

to register the Note under the Securities Act. The Note (i) was not offered to the Investor by any form of general solicitation or

general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act and (ii) is not being

offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities

laws.

7.7.

SEC

Reports. Except as disclosed in the SEC Reports, as of their respective dates, all reports filed or required to be filed by the

Company with the SEC complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act,

and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed as of the time of the execution

of this Agreement, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material

fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading. Except as disclosed in the SEC Reports, the financial statements of the Company included in

the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC

with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the

Company as of and for the dates thereof and the results of operations and cash flows for the periods presented, subject, in the case

of unaudited statements, to normal, year-end audit adjustments and the absence of complete footnotes. Except as disclosed in the

SEC Reports or as would not have a Material Adverse Effect, the Company has timely filed with the SEC each SEC Report that the Company

was required to file with the SEC. A copy of each SEC Report is available to the Investor via the SEC’s EDGAR system.

7.8.

Absence

of Certain Events; Undisclosed Events, Liabilities or Developments. Subsequent to the respective dates as of which information

is given in the SEC Reports, neither the Company nor any of its subsidiaries has (A) incurred any material liabilities, direct or

contingent, other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practices

and liabilities not required to be reflected in the Company’s financial statements pursuant to generally accepted accounting

principles or disclosed in filings made with the SEC; (B) declared or paid any dividends or made any distribution of any kind with

respect to its capital stock; (C) there has not been any change in the capital stock of the Company (other than a change in the number

of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants, settlement

of restricted stock units or conversion of convertible securities); (D) any issuance of options, warrants, restricted stock units,

convertible securities or other rights to purchase the capital stock of the Company or any of its subsidiaries, or (E) any event

or development that has had a Material Adverse Effect or any development which could reasonably be expected to result in any Material

Adverse Effect. Except for (i) the issuance of the Notes contemplated by this Agreement, or (ii) as set forth on Schedule 7.8,

no material event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur

or exist with respect to the Company or its subsidiaries or their respective businesses, prospects, properties, operations, assets

or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation

is made or deemed made that has not been publicly disclosed prior to the date that this representation is made.

7.9.

Absence

of Proceedings. Except for such matters as have not had and would not be reasonably expected to have, individually or in the

aggregate, a Material Adverse Effect, there is no (i) action, suit, claim or other proceeding by or before any governmental or other

regulatory or self-regulatory agency, entity or body with authority or jurisdiction over the Company, pending, or, to the knowledge

of the Company, threatened in writing against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental

entity or arbitrator outstanding against the Company.

7.10.

Ownership

of Assets. Except as disclosed on Schedule 7.10, the Company and its subsidiaries have good and marketable title to all

property (whether real or personal) described in the SEC Reports as being owned by them which is material to the Company and its

subsidiaries taken as a whole, in each case free and clear of all liens, claims, security interests, other encumbrances or defects

except such as are described in the SEC Reports or as would not, individually or in the aggregate, be reasonably expected to result

in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting

and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect

with the conduct of the business of the Company or its subsidiaries.

7.11.

Required

Consents. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any

filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization

or other person in connection with the execution, delivery and performance of this Agreement, including the issuance of the Note

(other than: (i) filings with the SEC; (ii) filings required by applicable state securities laws; (iii) those required by Nasdaq;

(iv) filings pursuant to applicable antitrust laws; and (v) consents or other approvals, waivers or authorizations required for the

consummation of the transactions contemplated by this Agreement that the Company reasonably expects to receive on or prior to the

Closing), in each case the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect.

Representations

and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows:

8.1.

The

Investor has full power and authority (and, if the Investor is an individual, the capacity) to enter into this Agreement and to perform

all obligations required to be performed by it hereunder. The execution, delivery and performance of this Agreement by the Investor

and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action, and no further

consent or authorization of the Investor or its governing board, trustee or any other person or entity, is required. This Agreement

has been duly authorized, executed and delivered by the Investor, and when executed and delivered by the Investor, will constitute

the Investor’s valid and legally binding obligation, enforceable in accordance with its terms, except (a) as limited by applicable

bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement

of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies. If the Investor is a corporation, partnership, trust or other entity, the person signing this

Agreement on behalf of such entity has been duly authorized to do so.

8.2.

The

execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor, have been duly authorized

and will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation applicable to

the Investor, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any

agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an

individual, will not violate any provisions of the Investor’s organizational documents. The signature on this Agreement is

genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor

is not an individual the signatory has been duly authorized to execute the same, and this Agreement constitutes a legal, valid and

binding obligation of the Investor, enforceable against the Investor in accordance with its terms

8.3.

The

Investor acknowledges that this Agreement is made in reliance upon the Investor’s representation to the Company, which the

Investor confirms by executing this Agreement, that the Note is being acquired for investment for the Investor’s own account,

not as a nominee or agent (unless otherwise specified on the Investor’s signature page hereto), and not with a view to the

resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation

in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have

any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to

any third person, with respect to the Note. If other than an individual, the Investor also represents it has not been organized solely

for the purpose of acquiring the Note.

8.4.

The

Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make

an investment decision with respect to the Note. Without limiting the generality of the foregoing, the Investor acknowledges that,

it has received and reviewed the SEC Reports. The Investor represents and agrees that the Investor and the Investor’s professional

advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain

such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment

decision with respect to the Note. The Investor has conducted its own investigation of the Company and the Note, and the Investor

has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations relevant to its

investment in the Note. The Investor acknowledges that the Investor shall be responsible for any of the Investor’s tax liabilities

that may arise as a result of the transactions contemplated by this Agreement. The Investor acknowledges that it has reviewed the

documents made available to the Investor by the Company. The Investor further acknowledges that the information contained in the

SEC Reports is subject to change, and that any changes to the information contained in the SEC Reports shall in no way affect the

Investor’s obligations hereunder, except as otherwise provided herein.

8.5.

The

Investor understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Note

or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the SEC Reports.

8.6.

The

Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Note, including

those set forth in the SEC Reports. The Investor is able to fend for itself in the transactions contemplated herein and has such

knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in

the Note, and the Investor has sought such accounting, legal and tax advice as Investor has considered necessary to make an informed

investment decision. The Investor (i) is a sophisticated investor, experienced in investing in private placement transactions and

capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies

involving a security or securities, and (ii) has exercised independent judgment in evaluating its participation in the purchase of

the Note. The Investor has determined based on its own independent review and such professional advice as it deems appropriate that

the Note (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all

investment policies, guidelines and other restrictions applicable to the Investor, (iii) have been duly authorized and approved by

all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document

or under any law, rule, regulation, agreement or other obligation by which the Investor is bound and (v) are a fit, proper and suitable

investment for the Investor, notwithstanding the substantial risks inherent in investing in or holding the Note.

8.7.

The

Investor is (x) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited

investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act), and (y) is acquiring the Note only

for his, her or its own account and not for the account of others, and not on behalf of any other account or person or with a view

to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Investor is not an

entity formed for the specific purpose of acquiring the Note.

8.8.

The

Investor understands that the Note is being offered in a transaction not involving any public offering within the meaning of the

Securities Act and that the Note will not be registered under the Securities Act. The Investor understands that the Note may not

be resold, transferred, pledged (except in ordinary course prime brokerage relationships to the extent permitted by applicable law)

or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except pursuant to another

applicable exemption from the registration requirements of the Securities Act. The Investor acknowledges that the Note will not immediately

be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. The Investor understands and agrees that the Note

will be subject to transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily

resell the Note and may be required to bear the financial risk of an investment in the Note for an indefinite period of time. The

Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any

of the Note.

8.9.

The

Investor acknowledges that, other than those representations, warranties, covenants and agreements of the Company included in this

Agreement, there have been no representations, warranties, covenants and agreements made to the Investor by the Company, or any of

its respective officers or directors or other representatives, expressly or by implication. Except for the representations, warranties

and agreements of the Company expressly set forth in this Agreement, the Investor is relying exclusively on its own sources of information,

investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Note and the business,

condition (financial and otherwise), management, operations, properties and prospects of the Company, including all business, legal,

regulatory, accounting, credit and tax matters.

8.10.

The

Investor understands that no public market now exists for the Note and that the Company has made no assurances that a public market

will ever exist for the Note.

8.11.

The

Investor acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating

to the Company.

8.12.

The

Investor, and its officers, directors, employees, agents, members or partners have not either directly or indirectly, including through

a broker or finder solicited offers for or offered or sold the Note or any other securities of the Company by means of any form of

general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner

involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. The Investor acknowledges that neither the

Company nor any other person offered to sell the Note to it by means of any form of general solicitation or advertising within the

meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section

4(a)(2) of the Securities Act.

8.13.

the Investor is an individual, the Investor resides in the state or province identified in the address shown on the Investor’s

signature page hereto. If the Investor is a partnership, corporation, limited liability company, trust or other entity, the Investor’s

principal place of business is located in the state or province identified in the address shown on the Investor’s signature

page hereto.

8.14.

the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended),

the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection

with any invitation to subscribe for the Note or any use of this Agreement, including (a) the legal requirements within its jurisdiction

for the purchase of the Note; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents

that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding,

exchange, redemption, sale, or transfer of the Note. The Investor’s subscription and payment for and continued beneficial ownership

of the Note will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges

that the Company has taken no action in foreign jurisdictions with respect to the Note.

8.15.

Neither

the Investor, nor, to the extent it has them, any of its trustees, equity holders, managers, general or limited partners, directors,

affiliates, trust beneficiaries or executive officers (collectively with Investor, the “Covered Persons”),

are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification

Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Investor has exercised reasonable

care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of the Note by the Investor

will not subject the Company to any Disqualification Event.

8.16.

The

execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated

hereby and thereby will not, (i) result in a violation of the organizational documents (including any trust documents) of the Investor,

(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,

or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to

which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including

federal and state securities laws) applicable to the Investor.

Further

Agreements.

9.1.

Participation

Right. For the longer of (a) one year from the date of this Agreement or (b) so long as the Note remains outstanding, in the

event Company proposes to offer and sell its securities, whether in the form an Equity Financing (defined below), or any other financing

transaction (each, a “Future Offering”; provided, however, that “Future Offering” shall expressly

exclude any Strategic Financing if so determined by the Placement Agent in its sole discretion), the Investor shall have the right,

but not the obligation, to participate in such Future Offering by purchasing securities in an amount up to 100% of the Investor’s

original (before conversion or repayment) Principal Amount (the “Participation Right”). For the avoidance

of doubt, an “Equity Financing” shall mean any sale by the Company of its Common Stock or any securities

conferring the right to purchase Common Stock, or any securities convertible into or exchangeable for (with or without additional

consideration) shares of the Company’s Common Stock. In connection with any Future Offering, the Company shall provide written

notice to the Investor of the material terms and conditions of such Future Offering (the “Financing Notice”)

no later than five (5) business days prior to the anticipated closing date of such Future Offering. If the Investor elects to exercise

its Participation Right, it shall notify Company, in writing, of such election at least one (1) business day prior to the anticipated

closing date set forth in the Financing Notice (the “Participation Notice”). In the event the Investor

does not return a Participation Notice to Company within such period, the Participation Right granted hereunder shall terminate and

be of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing

referenced in the Financing Notice does not occur. The closing of the Investor’s participation, if any, shall occur simultaneously

with the closing of the Future Offering.

9.2.

Investor

Conversion or Repayment Option. At any time while any portion of the Aggregate Principal Amount remains outstanding, the Investor

may, at its sole option, convert any or all of the Investor’s outstanding Principal Amount into securities offered in any Future

Offering on the same terms as other investors in such offering, or require full repayment of any or all of the outstanding Principal

Amount in cash. In either case, the Company shall ensure that any outstanding Aggregate Principal Amount is paid in full from the

proceeds of such Future Offering before any other use of such proceeds. Notwithstanding the foregoing, this Section 9.3 shall not

apply to a Strategic Financing if the Placement Agent determines so in its sole discretion. In such case, the Company may use the

proceeds of the Strategic Financing for working capital, growth initiatives, integration costs, or other corporate purposes as determined

by the Board of Directors, without any requirement to repay the Notes or offer conversion of the Notes.

9.3.

Additional Debt. The Company shall not, and shall cause its subsidiaries not to, incur, create, assume, guarantee, or otherwise

become liable for any Indebtedness for borrowed money or issue any debt securities, other than the Notes issued pursuant to this

Agreement, for so long as any portion of the Aggregate Principal Amount remains outstanding.

9.4.

Security Interests. The Company shall not, and shall cause its subsidiaries not to, grant, create, incur, assume, or permit to

exist any new lien, pledge, mortgage, security interest, or other encumbrance on any of its assets or properties, whether now owned

or hereafter acquired, for so long as any portion of the Aggregate Principal Amount remains outstanding.

10.

Miscellaneous.

10.1.

Successors

and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement will inure to the benefit of, and

be binding upon, the respective successors and assigns of the parties; provided, however, that the Company may not assign its obligations

under this Agreement without the written consent of the Investor. This Agreement is for the sole benefit of the parties hereto and

their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any

other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

10.2.

Choice

of Law. This Agreement shall be construed and governed by the laws of the State of Delaware (and as applicable, the federal laws

of the United States), without giving effect to its conflicts of law principles. Each of the Company and the Investor (each, a “Party”

and, collectively, the “Parties”) hereby (i) irrevocably submits to the exclusive jurisdiction of the state

and federal courts located in the State of Delaware (and appellate courts thereof) (the “Specified Courts”)

in connection with any litigation, dispute, claim, legal action or other legal proceeding (a “Proceeding”)

arising out of or relating to this Agreement, (ii) waives and covenants not to and covenants not to assert or plead, by way of motion,

as a defense or otherwise, in any such Proceeding, any claim that such Party is not subject personally to the jurisdiction of the

Specified Courts, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this

Agreement or the subject matter hereof may not be enforced in or by any Specified Court, (iii) agrees not to challenge such jurisdiction

or venue by reason of any offsets or counterclaims in any such Proceeding and (iv) agrees that any service of any process, summons,

notice or document sent by U.S. registered mail to such Party’s address set forth on the applicable signature page of this

Agreement shall be effective service of process for any Proceeding brought against such Party in any Specified Court. EACH PARTY

HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LEGAL ACTION OR

PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.

10.3.

Counterparts.

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed

to be one and the same agreement. Counterparts may be delivered via email (including PDF or any electronic signature complying with

the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered

will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

10.4.

Titles

and Subtitles. The titles and subtitles used in this Agreement are included for convenience only and are not to be considered

in construing or interpreting this Agreement.

10.5.

Notices.

All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon

personal delivery to the party to be notified; (b) when sent by email; (c) five (5) days after having been sent by registered or

certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight

courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the respective parties

at the addresses shown on the signature pages hereto (or to such email address or other address as subsequently modified by written

notice given in accordance with this Section 10.5).

10.6.

Expenses.

Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of

this Agreement.

10.7.

Entire

Agreement; Amendments and Waivers. This Agreement, the Note and the other documents delivered pursuant hereto constitute the

full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Any term of this

Agreement or the Note may be amended and the observance of any term of this Agreement or the Note may be waived (either generally

or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of

a majority of the Aggregate Principal Amount. Any waiver or amendment effected in accordance with this Section 10.7 will be

binding upon each party to this Agreement and each holder of a Note purchased under this Agreement then outstanding and each future

holder of all such Note.

10.8.

Severability.

If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions will be excluded from

this Agreement and the balance of the Agreement will be interpreted as if such provisions were so excluded and this Agreement will

be enforceable in accordance with its terms.

10.9.

Notices.

All notices, consents and waivers under this Agreement shall be in writing and may be delivered in person, by email (with affirmative

confirmation of receipt), by reputable, nationally recognized overnight courier service or by registered or certified mail, in each

case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

(i) if to the Company, as set forth immediately below, and (iii) if to the Investor, to its address as set forth under its name on

the signature page hereto.

to the Company:

Wellgistics

Health, Inc.

3000

Bayport Drive

Suite

950

Tampa,

FL 33607

E-mail:

patel@rxintegra.com

Attention:

President

With

a copy to (which shall not constitute notice or service of process):

Whiteford,

Taylor & Preston LLP

1021

E. Cary Street, Suite 2001

Richmond,

VA 23219

Telephone:

804.807.7376

E-mail:

rradia@whitefordlaw.com

Attention:

Rajiv

Radia

10.10.

Legends.

The Investor understands and acknowledges that the Note may bear the following legend:

NEITHER

THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION

WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF

AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

10.11.

Reliance. The Investor acknowledges that it is not relying upon any person, firm, corporation or member, other than the Company

and its officers and directors in their capacities as such, in making its investment or decision to invest in the Company.

10.12.

Further

Assurances. From time to time, the parties will execute and deliver such additional documents and will provide such additional

information as may reasonably be required to carry out the terms of this Agreement and the Note and any agreements executed in connection

herewith or therewith.

10.13.

Independent

Nature of Investor’s Obligations and Rights. Nothing contained herein, and no action taken by the Investor pursuant hereto,

shall be deemed to constitute the Investor as part of any partnership, association, joint venture or any other kind of entity, or

create a presumption that the Investor is in any way acting in concert or as a group with respect to the Investor’s obligations

hereunder and the obligations of any other investor that a purchaser of securities of the Company offered contemporaneously herewith.

The Investor has been represented by its own separate legal counsel in its review and negotiation of this Agreement.

[signature

pages follow]

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

COMPANY:

WELLGISTICS

HEALTH, INC., a Delaware corporation

By:

Name:

Prashant

Patel

Title:

President

[Signature

Page to Note Purchase Agreement – Wellgistics Health, Inc.]

INVESTOR

SIGNATURE PAGE TO THE NOTE PURCHASE AGREEMENT

WITNESS WHEREOF, the undersigned has caused this Note Purchase Agreement to be duly executed by its authorized signatory as of the date

first indicated above.

Name(s)

of Investor: [__]

Signature

of Authorized Signatory of Investor:__________________________________________________

Name

of Authorized Signatory:

Title

of Authorized Signatory:

Address

for Notice to Investor:

_______________________________________________________________________________

Attention:_______________________________________________________________________

Email:___________________________________________________________________________

Telephone

No.:____________________________________________________________________

Address

for Delivery of Note to Investor (if not same as address for notice):

Principal

Amount: $______________________

Purchase

Price: $____________________

EIN

Number:_______________________________

[Signature

Page to Note Purchase Agreement – Wellgistics Health, Inc.]

Exhibit

Form

of Note

[see

attached]

Execution Version

NEITHER

THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION

WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF

AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

PROMISSORY

NOTE

$[________].00 April