Form 8-K

8-K — Zapata Quantum, Inc.

Accession: 0001079973-26-000454

Filed: 2026-04-08

Period: 2026-04-07

CIK: 0001843714

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — zapata_8k.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATIONS (ex3x1.htm)

EX-4.1 — FORM OF WARRANT (ex4x1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT (ex10x1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT (ex10x2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: zapata_8k.htm · Sequence: 1

Current Report

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--12-31

0001843714

2026-04-07

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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 7, 2026

ZAPATA QUANTUM, INC.

(Exact name of registrant as specified in

charter)

Delaware

001-41218

98-1578373

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

6 Liberty

Square, #2488

Boston, MA 02109

(Address of principal executive offices and

zip code)

Registrant’s telephone number, including area

code: (857) 367-9002

(Former Name and Former Address)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) 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))

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 ☒

If an emerging growth company, indicate by

checkmark 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 Material Definitive Agreement.

Securities Purchase Agreement, Series D, and Warrants

On April 7, 2026, Zapata Quantum, Inc. (the “Company”)

entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors, pursuant to which the Company

sold and issued 6,685 shares of newly designated Series D Convertible Preferred Stock (the “Series D”), together with Warrants

(the “Warrants”) to purchase 7,612,161 shares of the Company’s common stock, for gross proceeds of $6,685,000. The Company

intends to use the net proceeds for working capital and general corporate purposes.

The offers and sales described above are part of the

Company’s offering of a total of up to 15,000 shares of Series D (which are convertible into 34,160,784 shares of common stock,

subject to adjustment) and Warrants to purchase up to 17,080,392 shares of common stock (representing 50% warrant coverage on an as-converted

basis) for total gross proceeds of up to $15,000,000 (the “Offering”).

Series D

Each share of Series D has a stated value of $1,000

and is convertible into the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price.

The initial conversion price is $0.4391 per share, subject to adjustment as provided in the Series D Certificate of Designations of Preferences,

Rights and Limitations (“Certificate of Designations”). Conversions and voting rights of the Series D are subject to beneficial

ownership limitations of 4.99% of 9.99% of outstanding common stock, as selected by each holder.

Holders of Series D are entitled to vote on an as-converted

basis, and are also entitled to annual dividends equal to 8% of the stated value per share of Series D payable quarterly in arrears in

shares of common stock, with the number of shares of common stock determined by dividing the dividend amount by the conversion price of

the Series D.

The Series D subjects the Company to negative covenants restricting

its ability to take certain actions without prior approval from the holders of a majority of the outstanding shares of Series D for as

long as the holders continue to hold at least 50% of the Series D shares issued on the issuance date. These restrictive covenants include

the following actions by the Company:

Payment or declaration of any dividend (other than pursuant to the Series D Certificate of Designations);

ii.

Amendment to the Company’s Certificate of Incorporation or Bylaws so as to adversely alter the rights, preferences, or privileges of the Series D;

iii.

Create any new class of shares pari passu or senior to the Series D;

iv.

Incur indebtedness in excess of $2,000,000 in the aggregate, other than

up to $2,000,000 in purchase money indebtedness, up to $2,000,000 in small business government loans, up to $2,000,000 in capital leases,

or in connection with any restructuring, re-financing, third party purchase or similar transaction involving indebtedness which is in

existence as of the issuance date;

Redeem, purchase or otherwise acquire any shares of preferred stock or common stock (other than (a) the repurchase of shares of common stock pursuant to a written benefit plan or employment or consulting agreement, (b) the repurchase of any equity securities in connection with the Company’s right of first offer with respect to those securities contained in any written agreement with the Company) or (c) any Exchange as defined in and pursuant to the Certificate of Designations; or

vi.

Enter into any transaction with any of the Company’s officers, directors

or any person directly or indirectly controlled by or under common control with the Company or any of its officers or directors, except

for (i) transactions entered into in the ordinary course of business or otherwise in the furtherance of the Company’s business as

presently conducted or planned to be conducted, (ii) transactions that are approved by the Board of Directors or (iii) transactions that

have been authorized as of the issuance date.

The Series D also provides the Company with a

special exchange right, pursuant to which the Company can exchange outstanding Series D for shares of common stock in 50% increments,

provided the following conditions are met: for the first 50%, (i) the average daily VWAP of the common stock for the 10 preceding trading

days is at least three times the conversion price, and (ii) the average daily dollar trading volume of the common stock (determined pursuant

to the Series D Certificate) is at least $5,000,000 during this 10-day period, and for the second 50%, (i) the average daily VWAP of the

common stock for the 10 preceding trading days is at least five times the conversion price, and (ii) the average daily dollar trading

volume of the common stock (determined pursuant to the Series D Certificate) is at least $5,000,000 during this 10-day period . If the

exchange would cause any Series D holder to exceed any applicable beneficial ownership limitation, then the exchange will not be affected

as to the shares of common stock that would exceed such limit and this right will be held in abeyance for any affected holder.

The Series D Certificate of Designations also

provides that all shares of capital stock of the Company, including both common stock and all other series of preferred stock, shall be

junior in rank to all shares of Series D with respect to dividends, and payments upon the liquidation, dissolution, and winding up of

the Company.

The

Warrants

The Warrants have a term of seven and one-half years and are exercisable

at an initial exercise price of $0.4391 per share, subject to adjustment as provided therein. Beginning on the six-month anniversary of

the issuance date, 50% of the shares underlying the Warrants may be exercised using a cashless exercise. The remaining 50% may be exercised

cashlessly at any time if there is no effective registration statement covering the sale of the shares underlying the Warrants.

Exercises of the Warrants and conversions of the Series D are subject to beneficial

ownership limitations of 4.99% or 9.99% of the outstanding shares of common stock as elected by each applicable holder.

The

conversion and exercise prices and amount of common stock issuable pursuant to conversions of Series D and exercises of the Warrants

are subject to the adjustment provisions provided therein, including price protection adjustment in the event of a subsequent lower priced

issuance of securities, subject to certain exceptions.

Pursuant

to the Purchase Agreement, for a period of 90 days following the date of the Purchase Agreement, the Company is prohibited from issuing

securities, entering into any agreements to issue securities, and from filing any registration statement except otherwise permitted by

Purchase Agreement and the Registration Rights Agreement. Further, for a period of 180 days following the date of the Purchase Agreement,

the Company is prohibited from effecting or entering into an agreement to effect the issuance of securities involving a variable rate

transaction.

Pursuant

to the Offering, the management of the Company has entered into Lock-Up Agreements, agreeing not to offer or sell common stock of the

Company for 90 days following the closing date of the Purchase Agreement.

connection with the Offering, the Company engaged Craig-Hallum Capital Group, LLC to

act as lead placement agent and Chardan Capital Markets, LLC to act as co-lead placement agent (collectively, the “Placement

Agents”). The compensation for the Placement Agents consists of: (i) the issuance of warrants to purchase an amount of common stock

equal to 2% of the shares of common stock issuable upon conversion of the Series D (the “Placement Agent Warrants”), and

(ii) a cash fee equal to 6% of the gross proceeds received by the Company in the Offering.

The Placement Agent Warrants will be issued following

the final closing date or termination of the offering and will be substantively the same as the Warrants issued to the purchasers.

Registration Rights Agreement

In connection with the Purchase Agreement, on April

7, 2026, the Company also entered into a Registration Rights Agreement pursuant to which the Company has agreed to file a Registration

Statement for the Company common stock underlying (i) the shares issuable upon conversion of the Series D, and (ii) all warrant shares

issuable upon exercise of the Warrants, within 60 days following the later of (i) the date on which the final closing has occurred or

the Offering has terminated or (ii) termination of the Offering. The Company agreed to use commercially reasonable efforts to cause such

registration statement to be declared effective by the Securities and Exchange Commission within 120 days following termination of the

Offering.

The foregoing descriptions of the terms of the Series D, the Warrants,

the Purchase Agreement, the Registration Rights Agreement, and the transactions contemplated thereby do not purport to be complete and

are qualified in their entirety by reference to the full texts of such documents, copies of or forms of which are filed or incorporated

by reference as Exhibits 3.1, 4.1, 10.1, and 10.2 of this Current Report on Form 8-K and are incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

Series

D and Warrant Offering

the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated

by reference into this Item 3.02. The transactions described in Item 1.01 of this Current Report on Form 8-K were exempt from registration

under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereafter.

Automatic

Conversion of Series A Convertible Preferred Stock

April 7, 2026, pursuant to the terms of the Certificate of Designations of the Company’s Series A Convertible Preferred Stock (the

“Series A”), all 15,000 outstanding shares of Series A automatically converted into 15,000,000 shares of the Company’s

common stock as a result of the first closing of the Offering as described under Item 1.01 of this Form 8-K, which constitutes a financing

with aggregate gross proceeds to the Company of at least $5,000,000 as provided under Section 3(d) of the Series A Certificate of Designations.

A copy of the Series A Certificate of Designations was previously filed as Exhibit 4.1 to the Company’s Current Report on Form

8-K filed on October 28, 2025. The conversions were exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9)

thereof as an exchange of securities for no other consideration other than the securities exchanged.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

On April 1, 2026, the Company filed the Certificate

of Designations of Preferences, Rights and Limitations (the “Certificate”) of Series D with the Delaware Secretary of State

designating and authorizing the issuance of up to 15,000 shares of the Series D.

The material terms of Series D Certificate of Designations

are summarized in Item 1.01, which descriptions are incorporated into this Item 5.03 by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

3.1

Series D Certificate of Designations

4.1

Form of Warrant

10.1

Form of Securities Purchase Agreement

10.2

Form of Registration Rights Agreement

SIGNATURE

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 8, 2026

ZAPATA QUANTUM, INC.

By:

/s/ Sumit Kapur

Sumit Kapur, Chief Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATIONS

EX-3.1

Filename: ex3x1.htm · Sequence: 2

EXHIBIT 3.1

Certificate

of Designations of the Preferences, Rights and Limitations of the Series D Convertible Preferred

Stock of

Zapata

Quantum, Inc.

Pursuant

to the authority expressly conferred upon the Board of Directors (the "Board'') of Zapata

Quantum, Inc. (the "Company'') by the Company's Certificate of Incorporation, as amended,

the Board on April 1,2026 hereby designates the Series D Convertible Preferred Stock and the

number of shares constituting such series, and fixes the rights, powers, preferences, privileges, limitations and restrictions relating

to such series in addition to any set forth in the Certificate of Incorporation as follows: Capitalized words and terms not defined herein

and are not descriptive shall have the meaning as set forth in Section 19 below.

Designation and Number of Shares. There shall hereby be created and established

a series of preferred stock of the Company designated as "Series D Convertible Preferred Stock" (the "Preferred

Shares''). The authorized number of Preferred Shares shall be 15,000 shares. Each Preferred Share shall have a par value of $0.0001. Each

Preferred Share shall have a stated value equal to $1,000 (the "Stated

Value'').

Ranking. All shares of capital stock of the Company, both common stock and any other series

of preferred stock, shall be junior in rank to all Preferred Shares with respect to the preferences as to dividends, distributions and

payments upon the liquidation, dissolution and winding up of the Company (collectively, the "Junior

Stock''). The rights of all such shares of Junior Stock of the Company shall be subject to the rights, powers, preferences and privileges

of the Preferred Shares. In the event of the merger or consolidation of the Company with or into another corporation, the Preferred Shares

shall maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation

shall result inconsistent therewith. For the avoidance of doubt, in no circumstance will a Preferred Share have any rights subordinate

or otherwise inferior to the rights of shares of any Junior Stock.

Conversion.

(a)

Holder's Conversion Right. Subject to the provisions of Section 3, at any

time and, each holder of a Preferred Share (each, a "Holder"

and collectively, the "Holders") shall

be entitled to convert any whole number of Preferred Shares into validly issued,

fully paid and non-assessable shares of Common Stock in accordance with Section 3(c) determined based on the Conversion Rate (as defined

below).

(b)

Conversion Rate. Each Preferred Share shall be convertible, at the option of the Holder thereof,

at any time and from time to time, and without the payment of additional consideration by the Holder thereof, into such number of fully

paid and non-assessable shares of Common Stock equal to the ratio determined by dividing (A) the Stated Value of such Preferred Share

by (B) the Conversion Price (as defined below) in effect at the time of conversion (the "Conversion

Rate''). The "Conversion Price"

shall be 85% of the lower of (i) the average VWAP

for the 10 Trading Days immediately prior to (but not including) the Initial Issuance Date and (ii) the average closing price of the Common

Stock for the 10Trading Days immediately prior to (but not including) the Initial Issuance

Date. The Conversion Price shall be subject to adjustment as

provided

below, and for the avoidance of doubt, any adjustment to the Conversion Price as provided below shall result in a concordant adjustment

to the number of shares of Common Stock into which each Preferred Share may be converted pursuant to the Conversion Rate.

fractional shares of Common Stock are to be issued upon the conversion of any Preferred Shares. Ifthe

issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common

Stock up to the nearest whole share.

(c)

Mechanics of Conversion. The conversion of each

Preferred Share shall be conducted in the following manner:

(i)

Holder's Conversion. To convert a Preferred Share into validly issued, fully paid and non-assessable

share of Common Stock, on any date (a "Conversion Date''), a Holder shall deliver (whether

via email or otherwise), for receipt on or prior to 11:59

p.m., New York, N.Y. time, on such date, a copy of an executed notice of conversion of the

share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit 1

(the "Conversion Notice")

to the Company. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or

notarization) of any Conversion Notice form be required. The calculations and entries set forth in the Conversion Notice shall control

in the absence of manifest or mathematical error. To effect conversions of Preferred Shares, a Holder shall not be required to surrender

the certificate(s) representing the Preferred Shares to the Company unless all of the Preferred Shares represented thereby are so converted,

in which case, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Company the original

certificates representing the share(s) of Preferred Shares (the "Preferred Share Certificates'')

so converted as aforesaid.

(ii)

Company's Response. On or before the first Trading Day following the date

of receipt by the Company of such Conversion Notice, the Company shall (1)

provided that (x) the Transfer Agent is participating in the Depository Trust Company ("DTC")

Fast Automated Securities Transfer Program and (y) shares of Common Stock to be so issued are otherwise eligible for resale pursuant to

Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement which has been filed with the SEC, credit

such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder's or its designee's balance account

with DTC through its Deposit/Withdrawal at Custodian system, or (2) if either of the immediately preceding clauses (x) or (y) are not

satisfied, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered

in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. Ifthe

number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 3(c)(ii)

is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable

and in no event later than three Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver

to such Holder (or its designee)

a new Preferred Share Certificate representing the number of Preferred Shares not converted.

(iii)

Record Holder. The Person or Persons entitled to receive the shares

Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such

shares of Common Stock on the Conversion Date.

(iv)

Company's Failure to Timely Convert. If the

Company shall fail, for any reason or for no reason, to issue to a Holder within one Trading Day after the Company's receipt of a Conversion

Notice (whether via email or otherwise) (the "Share Delivery Deadline"),

a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the

Company's share register or to credit such Holder's or its designee's balance account with DTC for such number of shares of Common Stock

to which such Holder is entitled upon such Holder's conversion of any Preferred Shares (as the case may be) (a "Conversion Failure''),

then, in addition to all other remedies available to such Holder, such Holder, upon written notice to the Company, may void

its Conversion Notice with respect

to, and retain or have returned (as the case may be) any Preferred Shares that have not been

converted pursuant to such Holder's Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company's

obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Certificate of Designations

or otherwise. In addition to the foregoing, if within one Trading Day after the Company's receipt of a Conversion Notice (whether via

email or otherwise), the Company shall fail to issue and deliver a certificate to such Holder and register such shares of Common Stock

on the Company's share register or credit such Holder's or its designee's balance account with DTC for the number of shares of Common

Stock to which such Holder is entitled upon such Holder's conversion hereunder (as the case may be), and if on or after such Trading Day

such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise) shares

of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the number of shares of Common Stock, or

a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion

that such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such Holder, the Company

shall, within one Trading Day after such Holder's request, which request shall include reasonable

documentation of all fees, costs and expenses, and in such Holder's discretion, either (i) pay cash to such Holder in an amount equal

to such Holder's total purchase price (including brokerage commissions and other out-of- pocket expenses, if any) for the shares of Common

Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the "Buy-In

Price''), at which point the Company's obligation to so issue and deliver such certificate or credit such Holder's balance account

with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion hereunder (as the case

may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to such

Holder a certificate or certificates representing such shares of Common Stock or credit such Holder's balance account with DTC for the

number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion hereunder (as the case may be) and pay

cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common

Stock multiplied by (B) the lowest Closing Sale

Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on

the date of such

issuance

and payment under this clause (ii). In addition to Holder's other available remedies, the Company shall pay to Holder, in cash, as partial

liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock (based

on Closing Sale Price of the shares of Common Stock which should be issued upon the Preferred Shares for which conversion had been requested,

$10 per Trading Day for each Trading Day following the Share Delivery Deadline and increasing to $20 per Trading Day after the fifth Trading

Day until such shares of Common Stock are delivered and registered. Nothing herein shall limit Holder's right to pursue actual damages

for the Company failure to timely deliver certificates representing Common Stock as required hereby and Holder shall have the right to

pursue all remedies available to it at law or in equity including, without limitation, adecree

of specific performance and/or injunctive relief. Further, in the event the Company refuses to honor any Conversion or makes it known

it will not honor any Conversion (the "Conversion Default Date''), the

Holder will be entitled to damages at the higher of: (i) actual provable damages; or (ii) an amount determined as the product of N*H,

where N is the number of shares that would have been issued upon conversion Preferred Share held by the Holder on the Conversion Default

Date and H is the average closing price of the Common Stock during the time the Company fails or refuses to honor any Conversion until

such time as the Holder elects to void its Conversion Notice.

(v)

Book-Entry. Notwithstanding anything to the contrary set forth in this

Section 3, upon conversion of any Preferred Shares in accordance with the terms hereof, no Holder thereof shall be required to physically

surrender the Preferred Share Certificate to the Company following conversion thereof unless (A) the full or remaining number of Preferred

Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated

by this Section 3(c)(v) or (B) such Holder has provided the Company with prior written notice

(which notice may be included in a Conversion Notice) requesting reissuance of Preferred

Shares upon physical surrender of any Preferred Shares. Each Holder and the Company shall maintain records showing the number of Preferred

Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to such Holder

and the Company, so as not to require physical surrender of the Preferred Share Certificate representing the Preferred Shares upon each

such conversion. In the event of any dispute or discrepancy, such records of such Holder establishing the number of Preferred Shares to

which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee

or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion

of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares

stated on the face thereof. Each Preferred Share Certificate for or book entry issuance of Preferred Shares shall bear the following legend:

ANY

TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO

THE SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION

3(c) THEREOF. THE NUMBER OF SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY

THIS

CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES

OF SERIES D PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 3(c) OF THE CERTIFICATE

OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Notwithstanding

anything herein to the contrary, the Company may issue Preferred Shares or Conversion Shares, or other issuances pursuant

to this Certificate of Designations, in booky entry form in lieu of issuing certificates.

(e)Limitation

on Beneficial Ownership. Notwithstanding anything to the contrary contained in this Certificate of Designations, the Preferred Shares

held by a Holder shall not be convertible by such Holder, and no other issuance of Common Stock pursuant to the Preferred Shares may be

effected hereunder and the Company shall not effect any conversion of any Preferred Shares held by such Holder or other issuance of Common

Stock with respect to any Preferred Shares (including pursuant to any dividend or exchange provided for hereunder), to the extent (but

only to the extent) that such Holder or any of its affiliates would beneficially own in excess of 4.99% or such other percentage at or

below 9.99%, as originally selected by the Holder as of the Initial Conversion Date, as applicable as to a particular Holder (the "Beneficial

Ownership Limitation") of the shares of Common Stock outstanding immediately after giving effect to such conversion or issuance.

For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other

Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number

of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is

being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted Preferred

Shares beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted

portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or

warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous

to the limitation contained in this Section 3(e). For purposes of this Section 3(e), beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire

upon the conversion of Preferred Shares without exceeding the Beneficial Ownership Limitation,

the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent annual or periodic

report on Form 10-K or 10-Q, current report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public

announcement by the Company or (z) any other written notice issued by the Company or the Transfer Agent, if any, setting forth the number

of shares of Common Stock outstanding (any, the "Reported Outstanding Share Number").

For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and

in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. If the Company receives a Conversion

Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share

Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that

such Conversion

Notice

would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 3(e),

to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be

issued pursuant to such Conversion Notice. In any case, the number of outstanding shares of Common Stock shall be determined after giving

effect to each conversion, exchange or exercise of securities of the Company including the Preferred Shares by the Holder and any other

Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares

of Common Stock to the Holder upon conversion of the Preferred Shares results in the Holder and the other Attribution Parties being deemed

to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock

(as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder's and the other Attribution

Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares")

shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess

Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages,

claims or losses as a result of Excess Shares being issued to the extent due to any fault or negligence of the Company. Upon delivery

of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st

day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified

in such notice; provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the 61st

day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution

Parties. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Preferred Shares in excess of the Beneficial

Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d)

or Rule 16a-l(a)(l) of the Exchange Act. No prior inability to convert the Preferred Shares pursuant to this Section 3(e)

shall have any effect on the applicability of the provisions of this Section 3(e) with respect

to any subsequent determination of convertibility. The provisions of this Section 3(e) shall be construed and implemented in amanner

otherwise than in strict conformity with the terms of this Section 3(e) to the extent necessary

to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section

3(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in

this Section 3(e) may not be waived and shall apply to a successor holder of the Preferred Shares. In connection with any conversion of

the Preferred Shares, the Holder shall represent that it is not exceeding the Beneficial Ownership Limitation as a result of such conversion.

Adjustments.

(a)

Adjustment of Conversion Rate upon Subdivision or Combination of Common Stock. With respect

to any unconverted Preferred Shares, if the Company

at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or

more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price for any unconverted shares

in effect immediately prior to such subdivision will be proportionately decreased so that the number of shares of Common Stock issuable

on conversion of each Preferred Share shall be increased in proportion to such increase in

the

aggregate number of shares of Common Stock outstanding. With respect to any unconverted Preferred Shares, if the Company at any time on

or after the Initial Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding

shares of Common Stock into a smaller number of shares, the Conversion Price for any unconverted shares in effect immediately prior to

such combination will be proportionately increased so that the number of shares of Common Stock issuable on conversion of each Preferred

Share shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment

pursuant to this Section 4(a) shall become effective immediately after the effective date of such subdivision or combination.

(b)

Subsequent Equity Sales. If, at any time while the Preferred Shares

are outstanding, the Company or any Subsidiary, as applicable sells or grants any option to purchase or sells or grants any right to reprice,

or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or

Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the

then Conversion Price (such issuances, collectively, a "Dilutive Issuance")

(if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments,

reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which

are issued in connection with such issuance,

be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall

be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation

of each Dilutive Issuance the Conversion Price shall be reduced to equal:

CP2 = CP1

* (A+B) I

(A+C);

where

(c)

CP2 = the Conversion Price immediately after the Dilutive Issuance

(d)

CP1 = the Conversion Price immediately before the Dilutive Issuance

(e)

A = Number of shares of Common Stock issued and outstanding immediately before

the Dilutive Issuance

(f)

B =

Total consideration received by the Company with respect to the Dilutive

Issuance divided by CP1

(g)

C = Number of

new shares of Common Stock issued in the Dilutive Issuance

Notwithstanding

the foregoing, no adjustment will be made under this Section 4(b) in respect of an Exempt Issuance. The Company shall notify the Holders

in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section

4(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing

terms (such notice, the "Dilutive Issuance

Notice''). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(b),

upon the occurrence of any Dilutive Issuance, the Holders are

entitled

to receive a number of Conversion Shares based upon the adjusted Conversion Price on or after the date of such Dilutive Issuance, regardless

of whether a Holder accurately refers to the adjusted Conversion Price in the Notice of Conversion.

(c)

Rights Upon Fundamental Transactions. The Company shall not enter into or be party

to a Fundamental Transaction unless: (i) the Successor Entity assumes in writing all of the obligations of the Company under this Certificate

of Designations in accordance with the provisions of this Section 4(c) pursuant to written

agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction,

including agreements to deliver to each holder of Preferred Shares in exchange for such Preferred Shares a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Certificate of Designations, including, without

limitation, having a dividend rate equal to dividend rate ofthe Preferred Shares held by the

Holders and having similar ranking to the Preferred Shares,

and reasonably satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation

whose shares of common stock are quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction,

the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions

of this Certificate of Designations referring to the "Company" shall refer instead

to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company

under this Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein and therein.

In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to each Holder confirmation

that there shall be issued upon conversion of the Preferred Shares at any time after the consummation of such Fundamental Transaction,

in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section

4(a), which shall continue to be receivable thereafter)) issuable

upon the conversion of the Preferred Shares prior to such Fundamental Transaction, such shares of publicly traded common stock (or their

equivalent) of the Successor Entity (including its Parent Entity) that each Holder would have been entitled to receive upon the happening

of such Fundamental Transaction had all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental

Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate of Designations),

as adjusted in accordance with the provisions of this Certificate of Designations. The provisions

of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any

limitations on the conversion of the Preferred Shares. For the avoidance of doubt, the Holder shall be entitled to the benefits of the

provisions of this Section 4(b) regardless of whether (i) the Company has sufficient authorized shares of Common Stock for the issuance

of the Conversion Shares and/or (ii) a Fundamental Transaction occurs prior to the Initial Conversion Date.

(d)

Company Exchange Right. On any Trading Day on or

following the Effective Date (and provided that the Registration Statement is then available for the resale of the Conversion Shares (or

Rule 144 is

then available)) and on or following which (i) the average daily VWAP of the Common Stock

for the 10 preceding Trading Days is at least three times (3x) the Conversion Price, and (ii) the average

daily dollar trading volume of the Common Stock, determined for each Trading Day by multiplying the volume on such Trading Day by the

VWAP

such Trading for the 20 preceding Trading Days is at least $5,000,000,

then the Company may, upon giving the Holders 10 Trading Day's prior written notice (during which notice period, for the avoidance of

doubt, any Holder may continue to convert its Preferred Shares in accordance with this Certificate of Designations), exchange all or any

portion of 50% of the outstanding Preferred Shares for shares of Common Stock, pro rata with respect to each Holder's respective Preferred

Shares then held, based on the Conversion Rate then in effect (in each such case, a "First Exchange'').

On any Trading Day that is at least 30 Trading Days after the First Exchange (and provided that the Registration Statement is then available

for the resale of the Conversion Shares (or Rule 144 is

then available)) on or following which the following shall have occurred: (i) the average daily VWAP

of the Common Stock for the 10 preceding Trading Days is at least five times (Sx) the Conversion Price, and (ii) the average daily dollar

trading volume of the Common Stock, determined for each Trading Day by multiplying the volume on such Trading Day by the VWAP

on such Trading for the 20 preceding Trading Days is at least $5,000,000, then the Company may, upon giving the Holders 10 Trading Day's

prior written notice (during which notice period, for the avoidance of doubt, any Holder may continue to convert its Preferred Shares

in accordance with this Certificate of Designations), exchange all or any portion of the remaining 50%

of the outstanding Preferred Shares for shares of Common Stock, pro rata with respect to each Holder's respective Preferred Shares then

held, based on the Conversion Rate then in effect (in each such case, a "Second

Exchange" and each, an "Exchange")).

If either the First Exchange or Second Exchange would otherwise operate to cause a Holder to exceed its respective Beneficial

Ownership Limitation then in effect, the applicable Exchange will not be effected as to such Preferred Shares for which such Exchange

would result in exceeding the Beneficial Ownership Limitation and the applicable shares of Common Stock shall not be issued and shall

instead be held in abeyance, unless and until such time or times as such Exchange and issuance of the shares of Common Stock thereunder

would not result in the Beneficial Ownership Limitation being exceeded, in each such case all in accordance with Section 3(e).

(d)

Calculations. All calculations under this Section shall be made to the nearest cent

or nearest 1/lOOth of a share, as the case may be. For purposes of this Section 4, the nearest number of Common Stock deemed to be issued

and outstanding as of a given date shall be the sum of the number of Common Stock (excluding any treasury shares, if any) issued

and outstanding.

(e)

Notice to Holder.

(i)

Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any

provision of this Section 4, the Company shall promptly give notice to the Holder setting forth the Conversion Price after such adjustment

and any resulting adjustment to the number of Conversion Shares and setting forth a statement of the facts requiring such adjustment ("Dilutive

Issuance Notice''). For purposes of clarification, whether or not the Company provides

a Dilutive Issuance Notice pursuant to this Section, upon the occurrence of any Dilutive Issuance

or other reduction of the Conversion Price, the Holder is entitled to receive anumber

of Conversion Shares based upon the reduced Conversion Rate regardless of whether the Holder accurately refers to the Conversion Price

in the Conversion Notice. A Dilutive Issuance Notice shall be deemed to have been given upon the Company making a public filing with the

SEC or issuing a press release announcing the adjust event resulting in an adjustment.

(ii)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any

other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption

of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for

or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required

in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or

transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock are converted

into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

of the Company, then, the Company shall deliver to the Holder at its last address as it shall appear upon the books of the Company, at

least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which

a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if arecord

is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,

rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share

exchange is expected to become effective or

close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares

of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer

or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the

validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to convert these Preferred

Shares during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may

otherwise be expressly set forth herein.

Authorized Shares; Other Matters.

(a)

Reservation. Beginning on the Initial Conversion Date, the Company shall reserve out of its

authorized and unissued Common Stock a number of shares of Common Stock equal to I 00% of the total number of Conversion Shares issuable

upon full conversion of all outstanding Preferred Shares pursuant to this Certificate of

Designations, without giving effect to the Beneficial Ownership Limitation set forth in Section

3(e), as such amount may be reduced following conversions or otherwise changed pursuant to this Certificate of Designations. Following

the Initial Conversion Date, so long as any of the Preferred Shares are outstanding, the Company shall take all action necessary to reserve

and keep available out of its authorized

and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, as of any given date,

I 00% of the number of shares of Common Stock as shall from time-to-time be necessary to effect the full conversion of all of the Preferred

Shares then outstanding, without giving effect to the Beneficial Ownership Limitation, provided that at no time shall the number of shares

of Common Stock so available be less than the number of shares required to be reserved by the previous sentence (without regard to any

limitations on conversions contained in this Certificate of Designations) (the "Required Amount"). The initial number

of shares of Common Stock reserved for conversions of the Preferred Shares and each increase in the

number of shares

so reserved shall be allocated pro rata among the Holders based on the number of Preferred Shares held by each Holder on the Initial Issuance

Date or increase in the number of reserved shares (as the case may be) (the "Authorized

Share Allocation"). In the event a Holder shall sell or otherwise transfer any of

such Holder's Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder's Authorized Share Allocation. Any

shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining

Holders of Preferred Shares, pro rata based on the number of Preferred Shares then held by such Holders.

(b)

Insufficient Authorized Shares.

(i)

If at any time following the Initial Conversion Date and while any of the Preferred Shares remain

outstanding the Company does not have a sufficient number of authorized and unissued shares of Common Stock to satisfy its obligation

to have available for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required

Amount (an "Authorized Share Failure"),

then the Company shall use commercially reasonably efforts to cause an amendment to its Certificate of Incorporation increasing its authorized

Common Stock as necessary to re-establish the Required Amount (as applicable, a "Charter

Amendment") to be made effective as

soon as reasonably practicable. Without limiting the generality of the foregoing, in the event of an Authorized Share Failure the Company

shall hold a meeting of its shareholders to obtain shareholder approval of the Charter Amendment as required by the Company's Certificate

of Incorporation, Bylaws and the DGCL (the "Shareholder Approval'') within

75 days of the date of the Authorized Share Failure, and every 75 days thereafter, until Shareholder

Approval is obtained, and the Company shall comply with all proxy and information statement and mailing and effective date requirements

set forth in rules and regulations of the SEC (including the time periods provided for therein) and applicable state laws and provisions

of its Certificate of Incorporation and Bylaws with respect to the Shareholder Approval. In connection with such meeting, the Company

shall provide each shareholder with a proxy statement and shall use its best efforts to solicit the Shareholder Approval and to cause

its Board of Directors to recommend to the shareholders of the Company that they approve such proposals as are contemplated by the Shareholder

Approval. Without limiting the generality of the foregoing, the Company shall file with the SEC a proxy statement containing the information

specified in Schedule 14A with respect to such meeting seeking Shareholder Approval and mail such proxy statement to shareholders of the

Company as soon as practicable thereafter in accordance with the rules and regulations of the SEC. The Company shall promptly provide

responses (including filing an amended Schedule 14A) to the SEC with respect to any comments received from the SEC on any proxy statement

filed in accordance with this Section 5(b), and the Company shall cause the proxy statement

to be mailed promptly after the staff of the SEC advises the Company that it has no further comments thereon or that the Company may commence

mailing of the proxy statement, but in no ever later than two Trading Days thereafter.

(ii)

In the event the Company can comply with this Section 5(b) using the written consent of its shareholders

in lieu of a meeting in accordance with applicable laws, rules and regulations, the Company shall pursue such consent, adhering to the

requirements of the SEC and the Principal Market, to cause the Shareholder Approval or remediation of any

subsequent

Authorized Share Failure within the minimum amount of time practicable in compliance with applicable laws, rules and regulations, and

in any event within a shorter time period than those contemplated in Sections 5(b)(i) or

(ii) with respect to a meeting of its shareholders.

(c)

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4(a) above,

if at any time the Company grants, issues or sells any Common Stock Equivalents (as defined below) or rights to purchase stock, warrants,

securities or other property pro rata to the record holders of any class of shares of Common Stock (the "Purchase

Rights''), then each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase

Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion

of such Holder's Preferred Shares (without regard to any limitations on conversion hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,

issue or sale of such Purchase Rights (provided, however, that, to the extent that such Holder's right to participate in any such Purchase

Right would result in such Holder exceeding the Beneficial Ownership Limitation, then such Holder shall not be entitled to participate

in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock

as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for such Holder until

such time not to exceed 12 months as its right thereto would not result in such Holder exceeding the Beneficial Ownership Limitation provided

Holder complies with all of the other obligations of a beneficiary of the Purchase Rights that would not result in Holder exceeding the

Beneficial Ownership Limitation.

(d)Pro

Rata Distributions. During such time as the Preferred Shares are outstanding, if the Company declares or makes any dividend or other

distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise

(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), then,

in each such case, each Holder shall be entitled to participate in such Distribution to the same extent that such Holder would have participated

therein if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of the Holder's Preferred Shares

(without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately

before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders

of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that

any Holder's right to participate in any such Distribution would result in such Holder exceeding the Beneficial Ownership Limitation,

then such Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares

of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the

benefit of such Holder until such times, not in excess of 12 months, as its right thereto would not result in such Holder exceeding the

Beneficial Ownership Limitation).

Voting Rights. Holders of the Preferred Shares shall be entitled to

vote on an as- converted basis with the holders of shares of Common Stock (except as otherwise required by applicable law, including the

DGCL) on all matters brought before the shareholders of the Company, subject to the Beneficial

Ownership Limitation.

Liquidation, Dissolution, Winding-Up.

(a)

In the event of a Liquidation Event, each Holder shall be entitled to receive in cash out of the

assets of the Company, whether from capital or from earnings available for distribution to its shareholders (the "Liquidation

Funds''), before any amount shall be paid to the holders of any of shares of Junior Stock,

the amount equal to the greater of (i) 110% of the Stated Value of the Holder's Preferred Shares and (ii) such amount as the Holder would

be entitled to receive if such Holder converted its Preferred Shares into Common Stock immediately

prior to the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the Holders and

holders of shares of parity stock, then each Holder and each holder of parity stock shall receive a percentage of the Liquidation Funds

equal to the full amount of Liquidation Funds payable to such Holder and such holder of parity stock as a liquidation preference, in accordance

with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to

all holders of Preferred Shares and all holders of shares of parity stock. To the extent necessary, the Company shall cause such actions

to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to

be distributed to the Holders in accordance with this Section 7. All the preferential amounts to be paid to the Holders under this Section

7 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any

Liquidation Funds of the Company to the holders of shares ofJunior Stock in connection with a Liquidation Event as to which this Section

7 applies. The Company shall mail written notice of

any such Liquidation Event, not less than 10 days prior to the payment date stated therein,

to each Holder. Upon the occurrence of a Liquidation Event, a Holder may elect to receive its Liquidation Funds in shares of Common Stock

determined based on the Conversion Rate then in effect in lieu of cash payment.

Dividends. Prior to payment of any dividends or distributions (other

than stock dividends or stock splits) to holders of Common Stock or other series of preferred stock), the Holders of Preferred Shares

shall be entitled to receive annual dividends (the "Dividends")

equal to 8% of the Stated Value per share (the "Dividend Rate'')

payable quarterly in arrears in shares of Common Stock determined based on the Conversion Price (such shares of Common Stock, as applicable,

"Dividend Shares") (subject to the

Beneficial Ownership Limitation); provideQ, however, that the Company may, at its option following notice to each Holder, capitalize

any Dividend by increasing the Stated Value of each Preferred Share on such Dividend payment date in lieu of issuing Dividend Shares (as

applicable, a "Capitalized Dividend") or by paying such Dividend in a combination of a Capitalized Dividend and a payment

in Dividend Shares. For the avoidance of doubt, if any Dividend Shares are not issued

on the applicable payment date of a Dividend (a "Dividend Payment Date")

as to any quarter as a result of the Beneficial Ownership Limitation, a Capitalized Dividend or otherwise, the Dividend as to that quarter

and the applicable Preferred Shares shall instead be applied as an increase to the Stated Value of the applicable Holder's Preferred Shares

unless and until such Dividend Shares are issued, and if Dividend Shares

are

later issued as to that Dividend, the Stated Value of such Preferred Shares shall return to the Stated Value as was in effect before such

Dividend Payment Date. For the avoidance of doubt, if any conversion occurs and Conversion Shares are issued based on the increased Stated

Value of Preferred Shares pursuant to the foregoing, the proportionate number of Dividend Shares shall be deemed to have been issued

by virtue of such conversion. Dividends shall be paid to record holders of the Preferred Shares as of the last day of each calendar quarter

with the Board of Directors determining the Dividend Payment Date for each such Dividend.

Participation. In addition to any adjustments pursuant to Section 4

and the special dividend provided for in Section 8, the Holders shall, as holders of Preferred Shares, be entitled to receive such dividends

paid and distributions made to the holders of shares of Common Stock to the same extent as if such Holders had converted each Preferred

Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held

such shares of Common Stock on the record date for such dividends and distributions. Payments under the preceding sentence shall be made

concurrently with the dividend or distribution to the holders of shares of Common Stock (provided, however, to the extent that a Holder's

right to participate in any such dividend or distribution would result in such Holder exceeding the Beneficial

Ownership Limitation, then such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial

ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution

to such extent shall be held in abeyance for the benefit of such Holder until such time, if ever, as its right thereto would not result

in such Holder exceeding the Beneficial Ownership Limitation). Except as provided in this Section 9, no dividends shall accrue or be payable

with respect to the Preferred Shares.

10.

Negative Covenants. Except as otherwise permitted

by this Certificate of Designations, for so long as the Holder or Holders of outstanding Preferred Shares shall continue to hold at least

50% of the Preferred Shares which were issued on the Initial Issuance Date, without the affirmative consent or approval of the Required

Holders of Preferred Shares then outstanding, the Company shall not, whether directly or indirectly:

(a)

amend the Company's Certificate of Incorporation or Bylaws

so as to adversely alter the rights, preferences, privileges of the Preferred Shares;

(b)

create any new class of sharespari

passu or senior to the Preferred Shares, other than a reverse stock split or other transaction effected for purposes of obtaining

or maintaining compliance with the initial listing standards or rules of a national securities exchange or in order to comply with contractual

obligations in effect as of the Initial Issuance Date;

(c)

pay or declare any dividend on Common Stock or other junior securities;

(d)

or incur new indebtedness in excess of $2 million in the aggregate, other than(i) up to $2 million

of purchase money indebtedness, (ii) up to $2 million of small business government loans (iii)up

to $2 million of capital leases or (iv) in connection with any restructuring, re-financing,

third party purchase or similar transaction involving indebtedness which is pre- existing as of the Initial Issuance

Date;

(e)

redeem, purchase or otherwise acquire any share or shares of preferred stock or Common Stock (other

than (i) the repurchase of shares of Common Stock pursuant to a written benefit plan or employment or consulting agreement, (ii) the repurchase

of any equity securities in connection with the Company's right of first offer with respect to those securities contained in any written

agreement with the Company) or (iii) any Exchange as defined in and pursuant to this Certificate of Designations; or

(f)

enter into any transaction with any of the Company's officers, directors or any Person directly or

indirectly controlled by or under common control with the Company or any of its officers or directors, except for (i) transactions entered

into in the ordinary course of business or otherwise in the furtherance of the Company's business as presently conducted orplanned

to be conducted, (ii) transactions that are approved by the Board of Directors or (iii) transactions that have been authorized as of the

Initial Issuance Date.

11.

Transfer Taxes and Expenses. The issuance

of Conversion Shares on conversion of any Preferred Shares shall be made without charge to any Holder for any documentary stamp or similar

taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required

to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon

conversion in a name other than that of the Holders of such shares of Preferred Shares and the Company shall not be required to issue

or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company

the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay

all Transfer Agent fees required for same-day processing of any Conversion Notice and all fees to the Depository Trust Company (or another

established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

12.

Lost or Stolen Certificates. Upon receipt by the

Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any certificates representing

Preferred Shares (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and,

in the case of loss, theft or destruction, of an indemnification undertaking by the applicable Holder to the Company in customary and

reasonable form including delivery of a bond and, in the case of mutilation, upon surrender and cancellation of the certificate(s), the

Company shall execute and deliver new certificate(s) oflike tenor and date.

13.

Remedies, Characterizations, Other Obligations, Breaches and Injunctive

Relief. The remedies provided in this Certificate of Designations shall be cumulative and in addition to all other remedies available

under this Certificate of Designations, at law or in equity (including a decree of specific performance and/or other injunctive relief),

and no remedy contained herein

shall be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit any Holder's right to

pursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate of Designations. The

Company covenants to each Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.

Amounts set forth or provided for herein with respect to

payments,

conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall not, except as expressly

provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach

by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate.

The Company therefore agrees that, in the event of any such breach or threatened breach, each

Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened

breach, without the necessity of showing economic loss and without any bond or other security being required, to the extent permitted

by applicable law. The Company shall provide all information and documentation to a Holder that is requested by such Holder to enable

such Holder to confirm the Company's compliance with the terms and conditions of this Certificate of Designations.

14.

Non-circumvention. The Company hereby covenants and agrees that the

Company will not, by amendment ofits Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation,

merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance

or performance of any of the terms of this Certificate of Designations, and will at all times in good faith carry out all the provisions

of this Certificate of Designations and take all action as may be required to protect the rights of the Holders. Without limiting the

generality of the foregoing or any other provision of this Certificate of Designations, the Company (i) shall take all such actions as

may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non- assessable shares of Common

Stock upon the conversion of Preferred Shares and (ii) shall, so long as any Preferred Shares are outstanding, take all action necessary

to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion

of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion

of the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein).

15.

Failure or Indulgence Not Waiver. No failure or delay on the part of

a Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial

exercise of any suchpower, right or privilege preclude

other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and

signed by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by

the Company and all Holders and shall not be construed against any Person as the drafter hereof.

16.

Notices. All notices, demands, requests, consents, approvals, and other

communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served,

(ii) delivered by reputable air courier service with charges prepaid, next Trading Day delivery, or (iii)

transmitted by email, addressed as set forth below or to such other address as such party

shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall

be deemed effective (a) upon hand delivery or delivery by email, with evidence of confirmation, at the address designated below (if delivered

on a Trading Day during normal business hours where such notice is to be received), or the first Trading Day following such delivery (if

delivered other than on a Trading Day during normal business hours where such notice is to be received) or (b) on the second

Trading

Day following the date of transmittal by express courier service, fully prepaid, addressed to such address. The addresses for such communications

shall be: (i) if to the Company, to: 6 Liberty Square #2488, Boston, MA 02109, Attention: Sumit Kapur, Chief Executive Officer; with an additional copy (which shall not constitute notice) to Nason Yeager Gerson Harris &

Fumero, P.A., 3001 PGA Boulevard, Suite 3035, Palm Beach Gardens, FL 33410, Attn: Michael D. Harris, Esq., email: mharris@nasonyeager.com

and (ii) if to the Holders, to: the addresses and email address on record with the

Company.

17.

Preferred Shares Register. The Company shall maintain at its principal

executive offices (or such other office or agency of the Company as it may designate by notice to the Holders), a register for the Preferred

Shares, in which the Company shall record the name, address and email address of the Persons in whose name the Preferred Shares have been

issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Preferred Shares are registered

on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing

any properly made transfers.

18.

Shareholder Matters; Amendment.

(a)

Shareholder Matters. Any shareholder action, approval or consent required,

desired or otherwise sought by the Company pursuant to the DGCL, the Certificate of Incorporation, this Certificate of Designations or

otherwise with respect to the issuance of Preferred Shares may be effected by written consent of the Company's shareholders or at a duly

called meeting of the Company's shareholders, all in accordance with the DGCL. This provision is intended to comply with the applicable

DGCL sections permitting shareholder action, approval and consent affected by written consent in lieu of a

meeting.

(b)

Amendment. This Certificate of Designations or any

provision hereof may be amended by obtaining the affrrmative vote at a meeting duly called for such purpose, or written consent without

a meeting in accordance with the DGCL, of the Required Holders, voting separately as a single class, and with such other shareholder approval,

if any, as may then be required pursuant to the DGCL and the Certificate of Incorporation.

19.

Certain Defined Terms. For purposes of this Certificate of Designations,

the following terms shall have the following meanings:

(a)

"1934

Act" means the Securities Exchange Act of1934, as amended.

(b)"Bloomberg"

means Bloomberg, L.P.

(c)

"Certificate of

Designations" means this Certificate of Designations, Preferences and Rights of the

Series D Convertible Preferred Stock of Zapata Quantum, Inc.

(d)

"Common

Stock" means (i) the Company's shares of common stock,$0.0001 par value per share, and (ii) any capital stock into which such

common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(e)

"Common Stock Equivalents"

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(f)

"Conversion Shares"

means shares of Common Stock issuable upon conversion of the Preferred Shares.

(g)

"Convertible

Securities" means any stock or other security (other than Options) that is at any

time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles

the holder thereof to acquire, any shares of Common Stock.

(h)

"Eligible

Market" means The The New York Stock Exchange, the NYSE American,

The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market, the OTCQB, the OTCQX, or any other trading market

operated by OTC Markets, or any successor of the foregoing exchanges or markets.

(i)

"Fundamental

Transaction" shall means

that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions,(A) consolidate or

merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other Person, or (B) sell,

lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any

other Person, or (C) make, or allow any other Person to make, a purchase, tender or exchange

offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares

of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making or

party to, such purchase, tender or exchange offer), or(D) consummate a stock or share exchange agreement or other business combination

(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such

other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock

of the Company held by the other Person or other Persons making or party to, or associated

or affiliated with the other Persons making or party to, such stock or share exchange agreement or other business combination), or (E)

reorganize, recapitalize or reclassify the Common Stock, or (ii) any "person" or

"group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the

1934 Act and the rules and regulations promulgated thereunder) is or shall become the "beneficial

owner'' (as defined in Rule 13d- 3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented

by issued and outstanding Voting Stock of the Company.

(j)

"Initial

Issuance Date" means the first date on which Preferred Shares are

issued pursuant to this Certificate of Designations.

(k)

"Liquidation

Event" means, whether in a single transaction

or series of transactions, (i)

the voluntary or involuntary liquidation, dissolution or winding

up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company

and its Subsidiaries, taken as a whole, (ii) a consolidation, merger or other transaction which results in the shareholders of the Company

prior to the transaction owning less than 50% of the equity or voting power of the surviving entity (excluding the issuance of Common

Stock in any financing transaction unless more than 50% of the Company's shares of Common Stock on a fully diluted basis with respect

to such financing transaction are issued to one shareholder or a number of shareholders who act as a one group).

(1)

"Parent

Entity" of a Person means an entity that, directly or indirectly, controls the applicable

Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such

Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the

Fundamental Transaction.

(m)

"Person"

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(n)

"Principal Market"

means the market on which the Common Stock is listed or quoted for trading as of the date in question. As of the Initial Issuance Date,

the Principal Market is the OTCID Basic Market.

(o)

"Required Holders"

means holder(s) of at least a majority of the outstanding Preferred Shares.

(p)

"SEC"

means the U.S. Securities and Exchange Commission.

(q)

"Subsidiary"

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

(r)

"Successor

Entity" means the Person (or, if so elected by the Required Holders, the Parent Entity)

formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent

Entity) with which such Fundamental Transaction shall have been entered into.

(s)

"Trading Day"

means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market

for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided

that "Trading Day" shall not include any day on which the Common Stock is scheduled

to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the

final

hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on

such exchange or market, then during the hour ending at 4:00:00

p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Required Holders.

(t)

"VWAP"

means, for any date, the price determined by the first of the

following clauses that applies: (a) if the

Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or

the nearest preceding date) on the principal Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg

L.P. (based on a Trading Day from 9:30 a.m. (New York, New York time) to 4:00 p.m.

(New York, New York time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such

date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)

ifthe

Common Stock is not then listed or quoted for trading on OTCQB

or OTCQX and if prices for the Common Stock are then reported on the OTCID Basic Market (or successor market operated by OTC Markets Group

or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases,

the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a

majority in interest of the Preferred Shares then outstanding and reasonably acceptable to the Company, the fees and expenses of which

shall be paid by the Company.

[signature page

follows]

WITNESS WHEREOF, the Company has caused this Certificate of Designations of Series D Convertible

Preferred Stock of Zapata Quantum, Inc. to be signed by its Chief Executive Officer on this 1st

day of April, 2026.

Zapata Quantum, Inc.

/s/ Sumit Kapur

Name: Sumit Kapur

Title: Chief Executive Officer

EXHIBIT

ZAPATA

QUANTUM, INC.

CONVERSION

NOTICE

Reference

is made to the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Zapata Quantum, Inc.

(the "Certificate of Designations").

In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of

Series D Convertible Preferred Stock, $0.0001 par value per share (the "Preferred

Shares''), of Zapata Quantum, Inc., a Delaware corporation (the "Company''),

indicated below into shares of common stock, $0.0001 value per share (the "Common

Stock''), of the Company, as of the date specified below.

Date of Conversion:

Number of Preferred Shares to be converted:

Tax ID Number (If applicable):

Conversion Price:

Number of shares of Common Stock to be issued: ___________________

Please

issue the shares of Common Stock into which the Preferred Shares are being converted in the following name and to the following address:

Issue to: _________________________________________

_________________________________________

____________________________________________

Address: _________________________________________

Telephone Number: ________________________________

email address: _________________________________

Holder: __________________________________________

By: _____________________________________________

Title: ___________________________________________

Dated:_____________________________

Account Number (if electronic book entry transfer):

__________________________________

Transaction Code Number (if electronic book

entry transfer): _________________________

EX-4.1 — FORM OF WARRANT

EX-4.1

Filename: ex4x1.htm · Sequence: 3

EXHIBIT 4.1

NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO

THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE

144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER

LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT

MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a)

OF THIS WARRANT.

ZAPATA

QUANTUM, INC.

Warrant

To Purchase Common Stock

Date of Issuance:

April 7, 2026 (“Issuance Date”)

Zapata

Quantum, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, __________ ___, the registered holder

hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from

the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including

any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time

or times on or after the Issuance Date, but not after 11:59 p.m., New York, N.Y. time, on the Expiration Date (as defined below), _________(subject

to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”,

and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in

this Warrant shall have the meanings set forth in Section 18. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA

Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement by and among the Company and the Purchaser

referred to therein, as amended from time-to-time (the “Purchase Agreement”). Capitalized words and phrases used and

not defined herein and which are not descriptive shall have the meaning given them in the Purchase Agreement.

EXERCISE OF WARRANT.

(a)

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the Beneficial Ownership Limitation

as defined herein, this Warrant may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise

Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form

attached

hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant.

Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an

amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this

Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds

if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined

below). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution

and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of

the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution

and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original

of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On

or prior to the Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile

or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit

B, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute

an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the second (2nd)

Trading Day following the date on which the Company has received such Exercise Notice (or such earlier date as required pursuant to the

Exchange Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable

Exercise Date), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)

Fast Automated Securities Transfer Program (“FAST”) and the Common Stock is then eligible and Company is then a participant

in FAST, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant

to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system,

or (Y) otherwise, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in

the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to

which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all

corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective

of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing

such Warrant Shares (as the case may be) provided, that the Holder shall be deemed to have waived any voting rights of any such Warrant

Shares that may arise with respect to the period commencing on such Exercise Date, through, and including, such applicable Share Delivery

Date (as defined below) (each, an “Exercise Period”), as necessary, such that the aggregate voting rights of any shares

of Common Stock (including such Warrant Shares) beneficially owned by the Holder and/or any Attribution Parties, collectively, on any

such date of determination shall not exceed the Beneficial Ownership Limitation (as defined below) as a result of any such exercise of

this Warrant. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant

Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise

and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable

and in no event later than one (1) Business Day after any exercise and at its own

expense,

issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase

the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with

respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant,

but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any

and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation,

fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise

of this Warrant. Notwithstanding the foregoing, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless

Exercise, the Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of

(i) one (1) Trading Day after receipt of the applicable Exercise Notice (or such earlier date as required

pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated

on the applicable Exercise Date) and (ii) the date of the Company’s receipt of the Aggregate Exercise Price (or

valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be a breach

of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement, after

the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior

to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement),

the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection

with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered

into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent

applicable, and for which the Holder has not yet settled. From the Issuance Date through and including the Expiration Date, the Company

shall maintain a transfer agent that participates in FAST.

(b)

Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.4391, subject to adjustment as provided

herein.

(c)

Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on

or prior to the Share Delivery Date, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder

(or its designee) a certificate for the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on

the Company’s share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or

the Holder’s designee with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise

of this Warrant (as the case may be) or (II) if a Registration Statement covering the resale of the Warrant

Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the resale

of such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration

Rights Agreement (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive legend by crediting

such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s

balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause

(II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery

Failure”), then, in addition to all other remedies available to the Holder, (X) the Company shall pay in cash to the

Holder

on each day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the

number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled,

multiplied by (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period

beginning on the applicable Exercise Date and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written notice to

the Company, may void its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion of this Warrant

that has not been exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the Company’s

obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise. In addition

to the foregoing, if on or prior to the Share Delivery Date either (I) the Transfer Agent is not participating in the DTC Fast Automated

Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such

shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities

Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for

the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s

obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Share Delivery Date the Holder acquires

(in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of

shares of Common Stock issuable upon such exercise that the Holder is entitled to receive from the Company and has not received from

the Company in connection with such Delivery Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition

to all other remedies available to the Holder, the Company shall, within one (1) Business Day after the Holder’s request and in

the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including

brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including,

without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point

the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance

account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Warrant Shares to which the Holder

is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii)

promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or

credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Warrant Shares to

which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount

equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest Closing

Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending

on the date of such issuance and payment under this clause (ii) (the “Buy-In Payment Amount”).

Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including,

without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver

certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of this

Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause its transfer agent to participate

in FAST. In addition to the foregoing rights, (i) if the Company

fails

to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then

the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company return, as the case may

be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise

shall not affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this

Section 1(c) or otherwise, and (ii) if a registration statement covering the issuance or resale of the Warrant Shares that are subject

to an Exercise Notice is not available for the issuance or resale, as applicable, of such Warrant Shares and the Holder has submitted

an Exercise Notice prior to receiving notice of the non-availability of such registration statement and the Company has not already delivered

the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of

Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account

with DTC through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company,

to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant

that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the

Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,

and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise. Notwithstanding anything herein to

the contrary, with respect to any given Notice Failure or Delivery Failure (a “Failure”), this Section 1(c) shall

not apply to the Holder to the extent the Company has already paid such amounts in full to the Holder with respect to such Failure pursuant

to the analogous sections of any other Transaction Document.

(d)

Cashless Exercise. As to 50% of the Warrant Shares, beginning on the date which is six months after the Issuance Date, if there

is no effective Registration Statement covering the sale of the Warrant Share, the Holder may exercise this Warrant by surrendering such

number of shares of Common Stock received upon exercise of the Warrant with an aggregate Fair Market Value (as defined below) equal to

the number of Warrants to be exercised times the exercise price, as described in the following paragraph (a “Cashless Exercise”)

and as to the balance of the Warrant Shares the Holder is permitted to use a Cashless Exercise at any time after the Issuance Date whether

or not a Registration Statement is effective.

If the Holder elects

to conduct a Cashless Exercise, the Company shall cause to be delivered to the Holder a certificate or certificates representing the

number of shares of Common Stock computed using the following formula:

X = Y (A-B)

Where:

X =the number of

shares of Common Stock to be issued to the Holder;

Y=the portion of

this Warrant (in number of shares of Common Stock) being exercised by the Holder (at the date of such calculation);

A=the Fair Market

Value (as defined below) of one share of Common Stock; and

B=the exercise

price (as adjusted to the date of such calculation).

For purposes of this

Warrant, “Fair Market Value” shall mean, with respect to the applicable date of a Cashless Exercise or other event:

(i) if the principal trading market for such securities is a national securities exchange, OTCQX or the OTCQB (or a similar system then

in use), the average of the Closing Sales Prices of the Common Stock on the principal trading market on the last five Trading Days immediately

prior to (and not including) the applicable date; or (ii) if (i) is not applicable, and if bid and ask prices for shares of Common Stock

are reported by the principal trading market, the average of the high bid and low asked prices so reported for the Trading Day immediately

prior to (and not including) the applicable date. Notwithstanding the foregoing, if there is no Closing Sales Prices or bid and ask prices,

as the case may be, for the day in question, then Fair Market Value shall be determined as of the latest day prior to such day for which

such last reported Closing Sales Price or bid and asked prices, as the case may be, are available, unless such securities have not been

traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the

Fair Market Value shall be determined in good faith by and reflected in a formal resolution of the board of directors of the Company.

If the Warrant

Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities

Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated

under the Securities Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a Cashless Exercise shall

be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the

date this Warrant was originally issued pursuant to the Purchase Agreement.

(e)

Limitations on Exercises. The Company shall not effect any exercise of this Warrant, and the Holder

shall not have the right to exercise this Warrant, pursuant to Section 1 or otherwise, and any such exercise shall be null and void and

treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties,

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes

of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution

Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares

of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall

exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, non-exercised portion of this Warrant beneficially

owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion

of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants)

beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation

contained in this Section 1(e). For purposes of this Section 1(e), beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the Holder

may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number

of outstanding shares of Common Stock as reflected in (x) the Company’s most recent annual or quarterly report on Form 10-K or

10-Q, current report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the

Company or (z) any other written notice issued by the Company or the Transfer Agent, if any, setting forth

the

number of shares of Common Stock outstanding (any, the “Reported Outstanding Share Number”). For

any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in

writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. If the Company receives an Exercise

Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share

Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that

such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(e),

to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be

issued pursuant to such Exercise Notice. In any case, the number of outstanding shares of Common Stock shall be determined after

giving effect to each conversion, exchange or exercise of securities of the Company including this Warrant by the Holder and any other

Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance

of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed

to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock

(as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution

Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall

be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares.

Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages, claims

or losses as a result of Excess Shares being issued to the extent due to any fault or negligence of the Company. “Beneficial

Ownership Limitation” shall mean 4.99% or such other percentage at or below 9.99% as originally selected by the Holder as of

the Issuance Date in accordance with the Purchase Agreement, as applicable as to a particular Holder, of the shares of Common Stock outstanding

immediately after giving effect to an applicable exercise. Upon delivery of a written notice to the Company, the Holder may from time

to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Beneficial

Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i)

any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered

to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties. For purposes

of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation

shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1)

of the Exchange Act. No prior inability to exercise this Warrant pursuant to this Section 1(e) shall have any effect on the applicability

of the provisions of this Section 1(e) with respect to any subsequent determination of exercisability. The provisions of this Section

1(e) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(e) to the extent

necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained

in this Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation

contained in this Section 1(e) may not be waived and shall apply to a successor holder of this Warrant. In connection with each exercise

of this Warrant, the Holder shall represent that it is not exceeding the Beneficial Ownership Limitation as a result of such exercise.

(f)

Reservation of Shares.

(i)

Reservation. Beginning on the Issuance Date, the Company shall reserve out of its authorized and unissued Common Stock a number

of shares of Common Stock equal to 100% of the total number of Warrant Shares issuable upon full conversion of all outstanding SPA Warrants,

without giving effect to the Beneficial Ownership Limitation set forth in Section 3(e), as such amount may be reduced following exercise

or otherwise changed pursuant to the SPA Warrants. Following the Issuance Date, so long as any of the SPA Warrants are outstanding, the

Company shall take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely

for the purpose of effecting the exercise of the SPA Warrants, as of any given date, 100% of the number of shares of Common Stock as

shall from time-to-time be necessary to effect the full exercise of all of the SPA Warrants then outstanding, without giving effect to

the Beneficial Ownership Limitation, provided that at no time shall the number of shares of Common Stock so

available be less than the number of shares required to be reserved by the previous sentence (without regard

to any limitations on conversions contained in this Certificate of Designations) (the “Required Amount”). The initial

number of shares of Common Stock reserved for exercises of the SPA Warrants and each increase in the number of shares so reserved shall

be allocated pro rata among the holders of the SPA Warrants based on the number of SPA Warrants held by each such holder (the “Authorized

Share Allocation”). In the event a holder shall sell or otherwise transfer any of such holder’s SPA Warrants, each transferee

shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated

to any Person which ceases to hold any SPA Warrants shall be allocated to the remaining holders of SPA Warrants, pro rata based on the

number of SPA Warrants then held by such holders.

(g)

Insufficient Authorized Shares.

(i)

If at any time following the Issuance Date and while any of the SPA Warrants remain outstanding the Company does not have a sufficient

number of authorized and unissued shares of Common Stock to satisfy its obligation to have available for issuance upon exercise of all

SPA Warrants at least a number of shares of Common Stock equal to the Required Amount (an “Authorized Share Failure”),

then the Company shall use commercially reasonably efforts to cause an amendment to its Certificate of Incorporation increasing its authorized

Common Stock as necessary to re-establish the Required Amount (as applicable, a “Charter Amendment”) to be made effective

as soon as reasonably practicable. Without limiting the generality of the foregoing, in the event of an Authorized Share Failure the

Company shall hold a meeting of its shareholders to obtain shareholder approval of the Charter Amendment as required by the Company’s

Certificate of Incorporation, Bylaws and the DGCL (the “Shareholder Approval”) within 75 days of the date of the Authorized

Share Failure, and every 75 days thereafter, until Shareholder Approval is obtained, and the Company shall comply with all proxy and

information statement and mailing and effective date requirements set forth in rules and regulations of the SEC (including the time periods

provided for therein) and applicable state laws and provisions of its Certificate of Incorporation and Bylaws with respect to the Shareholder

Approval.

In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its reasonable best

efforts to solicit the Shareholder Approval and to cause its Board of Directors to recommend to the shareholders of the Company that

they approve such proposals as are contemplated by the Shareholder Approval. Without limiting the generality of the foregoing, the Company

shall file with the SEC a proxy statement containing the information specified in Schedule 14A with respect to such meeting seeking Shareholder

Approval and mail such proxy statement to shareholders of the Company as soon as practicable thereafter in accordance with the rules

and regulations of the SEC. The Company shall promptly provide responses (including filing an amended Schedule 14A) to the SEC with respect

to any comments received from the SEC on any proxy statement filed in accordance with this Section 5(b), and the Company shall cause

the proxy statement to be mailed promptly after the staff of the SEC advises the Company that it has no further comments thereon or that

the Company may commence mailing of the proxy statement, but in no ever later than two Trading Days thereafter.

(ii)

In the event the Company can comply with this Section 2(h) using the written consent of its shareholders in lieu of a meeting in accordance

with applicable laws, rules and regulations, the Company shall pursue such consent, adhering to the requirements of the SEC and the Principal

Market, to cause the Shareholder Approval or remediation of any subsequent Authorized Share Failure within the minimum amount of time

practicable in compliance with applicable laws, rules and regulations, and in any event within a shorter

time period than those contemplated in Sections 2(h)(i) or (ii) with respect to a meeting of its shareholders.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant

Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 2.

(a)

Stock Dividends and Splits. Without limiting any provision of Section 3 or Section 4, if the Company, at any time on or after

the Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes

a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend,

recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into

a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more

classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall

be multiplied by a quotient of which the numerator shall be the number of shares of Common Stock outstanding immediately before such

event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment

made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of shareholders

entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become

effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph

occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted

appropriately to reflect such event. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2(a), the number

Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such

adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate

Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

(b)

Subsequent Equity Sales. If, at any time while this Warrant is outstanding, the Company or any Subsidiary, as applicable sells

or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale,

grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares

of Common Stock at an effective price per share that is lower than the then Exercise Price (such issuances, collectively, a “Dilutive

Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation

of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options

or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective

price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price

on such date of the Dilutive Issuance), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall

be reduced to equal:

EP2

= EP1 * (A+B) / (A+C); where

(i)

EP2 = the Exercise Price immediately after the Dilutive Issuance

(ii)

EP1 = the Exercise Price immediately before the Dilutive Issuance

(iii)

A = Number of shares of Common Stock issued and outstanding immediately before the Dilutive Issuance

(iv)

B = Total consideration received by the Company with respect to the Dilutive Issuance divided by EP1

(v)

C = Number of new shares of Common Stock issued in the Dilutive Issuance

Notwithstanding

the foregoing, no adjustment will be made under this Section 2(b) in respect of an Exempt Issuance. The Company shall notify the Holders

in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section

2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing

terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides

a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, the Holders are entitled to exercise

this Warrant based upon the adjusted Exercise Price on or after the date of such Dilutive Issuance, regardless of whether a Holder accurately

refers to the adjusted Exercise Price in the Exercise Notice.

(c)

Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th

of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held

by or for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Stock.

(d)

Voluntary Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during

the term of this Warrant, with the prior written consent of the Required Holders (as defined in the Purchase Agreement), reduce the then

current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments

pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire

its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution

of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete

exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,

the Beneficial Ownership Limitation) immediately before the date on which a record is taken for such Distribution, or, if no such record

is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution

(provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate

in such Distribution to the extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such

shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion

of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto

would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times

the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent

Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a)

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues

or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could

have

acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard

to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately

before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights

(provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result

in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled

to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership

of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such

Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right

thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time

or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on

any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

(b)

Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor

Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in

the Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance

satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder

in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance

to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent

to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise

of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such

shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction

and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being

for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction)

and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or

listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to,

and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and

the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise

every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction

Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental

Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at

any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities,

cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable

thereafter)) issuable upon the exercise of this Warrant prior to the

applicable

Fundamental Transaction, such shares of publicly traded common stock (or its equivalent) of the Successor Entity (including its Parent

Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant

been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this

Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting the Beneficial

Ownership Limitation, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b)

to permit the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights

hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled

to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”),

the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of

this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration

Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or

other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter))

issuable upon the exercise of the Warrant prior to such Fundamental Transaction,

such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription

rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant

been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this

Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

(c)

Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and

Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard

to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Beneficial

Ownership Limitation, applied however with respect to shares of capital stock registered under the Exchange Act and thereafter receivable

upon exercise of this Warrant (or any such other warrant)).

NONCIRCUMVENTION. the Company

hereby covenants and agrees that the Company will not, by amendment of its Certificate

of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation,

merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

and will at all times in good faith carry out all the provisions of this Warrant and take

all action as may be required to protect the rights of the Holder. Without limiting the

generality of the foregoing, the Company (a) shall not increase the par value of any shares

of Common Stock receivable upon the exercise

of this Warrant above the Exercise Price

then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and non-assessable shares of Common Stock

upon the exercise of this Warrant. Notwithstanding anything herein to the contrary, if

after the Issuance Date, the Holder is not permitted to exercise this Warrant in full

for any reason (other than pursuant to restrictions set forth in and relating to the Beneficial

Ownership Limitation), the Company shall

use its reasonable best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals

as necessary to permit such exercise into shares of Common Stock.

WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in

its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital

of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity

as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any

corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),

receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant

Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall

be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a

shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this

Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of

the Company generally, contemporaneously with the giving thereof to the shareholders.

REISSUANCE OF WARRANTS.

(a)

Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the

Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered

as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less

than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d))

to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

(b)

Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,

theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall

suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company

in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute

and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares

then underlying this Warrant.

(c)

Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office

of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase

the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion

of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares

of Common Stock shall be given.

(d)

Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such

new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right

to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)

or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the

other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant),

(iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall

have the same rights and conditions as this Warrant.

NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein,

such notice shall be given in accordance with Section 5.3 of the Purchase Agreement. The Company shall provide the Holder with prompt

written notice of all actions taken pursuant to this Warrant (other than the issuance of shares of Common

Stock upon exercise in accordance with the terms hereof), including in reasonable detail a description of such action and the reason

therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each

adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation

of such adjustment(s), (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A)

with respect to any dividend or distribution upon the shares of Common Stock, or (B) for determining rights to vote with respect to any

Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior

to or in conjunction with such notice being provided to the Holder, and (iii) at least ten (10) Trading Days prior to the consummation

of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information

regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined in the Purchase

Agreement) pursuant to a Current Report on Form 8-K. If the Company or any of its Subsidiaries provides material non-public information

to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material

non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company,

any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to

any of the foregoing not to trade on the basis of, such material non-public information. It is expressly understood and agreed that the

time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.

DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance

with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute

material, non-public information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York

city time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information

on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information

relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice

(or immediately upon receipt of notice

from the Holder,

as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt

of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material,

non-public information relating to the Company or any of its Subsidiaries.

10.

ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent

of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company

or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement

signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such

an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by

the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any

such information to any third party.

11.

AMENDMENT AND WAIVER. Except as otherwise expressly provided herein, the provisions of this Warrant (other than Section 1(e) and

this Section 11, which may not be amended, modified or waived) may be amended with the written consent of the Company and holders of

a majority of the outstanding SPA Warrants as of the time of such amendment. No waiver shall be effective unless it is in writing and

signed by an authorized representative of the waiving party.

12.

SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be

invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable

shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability

of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues

to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,

invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal

obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties

will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),

the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

13.

GOVERNING LAW; EXCLUSIVE JURISDICTION. This Warrant shall be governed by and construed and enforced in accordance with, and all

questions concerning the construction, validity, interpretation and performance of this Warrant shall be as provided in, the and the

jurisdiction of all disputes arising under this Warrant shall be as provided in, the Purchase Agreement.

14.

CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the

Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference

and shall not form part of, or affect the interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction

Documents shall have the meanings ascribed to such terms on the Closing Date (as defined in the Purchase Agreement) in such other Transaction

Documents unless otherwise consented to in writing by the Holder.

15.REMEDIES,

CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and

in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a

decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual

and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder

that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided

for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the

Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).

The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy

at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,

the holder of this Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary,

preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the

necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation

to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions

of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares

as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax

or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of

any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

16.PAYMENT

OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of an attorney

for collection or enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes action to collect

amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership

of the company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company

shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,

receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

17.TRANSFER.

This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required

by the Purchase Agreement.

18.CERTAIN

DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a)

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a

Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of

directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b)

“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,

any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed

or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of

the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or

any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated

with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose

of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Beneficial Ownership Limitation.

(c)

“Bloomberg” means Bloomberg, L.P.

(d)

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, N.Y.

are authorized or required by law to remain closed; provided, however, for clarification,

commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in New York, N.Y. generally are open for use by customers on such day.

(e)

“Closing Sale Price” means, for any security as of any date, the last closing trade price for such security on the

Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate

the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York, N.Y. time, as reported by Bloomberg,

or, if the Principal Market is not the principal securities exchange or trading market for such security, the last trade price of such

security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or

if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board

for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the

ask prices of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the

foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company

and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other

similar transaction during such period.

(f)

“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any

capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common

stock.

(g)

“Eligible Market” means The OTCQB, The OTCQX, The New York Stock Exchange,

the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market

or the Principal Market.

(h)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(i)

“Expiration Date” means the date that is the seven and one-half (7.5) year anniversary of the Issuance Date or, if

such date falls on a day other than a Trading Day or on which trading does not take place on the Principal Market (a “Holiday”),

the next date that is not a Holiday.

(j)

“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the

surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all

of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation

S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject

to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that

is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of

Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject

Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock

such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or

exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding

shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities,

individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the

outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or

Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;

or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in

Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify

its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one

or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial

owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment,

conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,

reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise

in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power

represented

by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding

Common Stock not held by all such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by

all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and

outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory

short form merger or other transaction requiring other shareholders of the Company to surrender their shares of Common Stock without

approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in

one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to

circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a

manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any

portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(k)

“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule

13d-5 thereunder.

(l)

“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose

common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent

Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(m)

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,

an unincorporated organization, any other entity or a government or any department or agency thereof.

(n)

“Registration Rights Agreement” means that certain registration rights agreement, by and among the Company and the

initial holders of the Securities relating to, among other things, the registration of the resale of the Common Stock issuable

upon exercise of the Warrants, as may be amended from time-to-time.

(o)

“SEC” means the United States Securities and Exchange Commission or the successor thereto.

(p)

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(q)

“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(r)

“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from

or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental

Transaction shall have been entered into.

(s)

“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the

Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading

market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded,

provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or

market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange

or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during

the hour ending at 4:00:00 p.m., New York, N.Y. time) unless such day is otherwise designated as a Trading Day in writing by the Holder

or (y) with respect to all determinations other than price or trading volume determinations relating to the Common Stock, any day on

which the Principal Market (or any successor thereto) is open for trading of securities.

[signature page

follows]

WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out

above.

ZAPATA QUANTUM, Inc.

By:

Name: Sumit Kapur

Title: Chief Executive Officer

Signature Page to Warrant

EXHIBIT A

EXERCISE

NOTICE

BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

ZAPATA

QUANTUM, INC.

The

undersigned holder hereby elects to exercise the Warrant to Purchase Common Stock No. _______ (the “Warrant”)

of Zapata Quantum, Inc., a Delaware corporation (the “Company”) as specified below. Capitalized terms used herein

and not otherwise defined shall have the respective meanings set forth in the Warrant.

1.Form

of Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:

⃞ a

“Cash Exercise” with respect to _________________ Warrant Shares; and/or

⃞ a

“Cashless Exercise” with respect to _______________ Warrant Shares.

the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto,

the Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the

date set forth below and (ii) if applicable, the Fair Market Value as of such time of execution of this Exercise Notice was $________.

2.Payment

of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to

be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance

with the terms of the Warrant.

3.Delivery

of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common

Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:

⃞ Check

here if requesting delivery as a certificate to the following name and to the following address:

Issue to:

⃞ Check

here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __, ____

Name of Registered Holder

By:

_________________________________

Name:

Title:

Tax ID:____________________________

E-mail Address:_____________________

EXHIBIT B

ACKNOWLEDGMENT

The

Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common

Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________.

ZAPATA QUANTUM, Inc.

By:

Name:

Title:

EX-10.1 — SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: ex10x1.htm · Sequence: 4

Exhibit 10.1

SECURITIES

PURCHASE AGREEMENT

THIS

SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 7, 2026, by and among Zapata Quantum, Inc., a Delaware

corporation (the “Company”) and the purchasers from time-to-time party hereto as “Purchasers” (together with

their respective successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration

afforded by Section 4(a)(2) of the Securities Act (as defined below), and Rule 506(b) of Regulation D (“Regulation D”) as

promulgated by the United States Securities and Exchange Commission under the Securities Act.

Each of the Purchasers, wishes to purchase, and the Company wishes to sell at closing, upon

the terms and conditions stated in this Agreement, the Securities (as defined herein), all in the amounts and for the price set forth

on Schedule 1 hereto.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt

and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1Defined

Terms. In addition to terms defined elsewhere in this Agreement or in any supplement, amendment or exhibit hereto or in any other

Transaction Document, when used herein, the following words and terms shall have the following meanings:

(a)

“Action” has the meaning specified for such term in Section 3.1(t).

(b)

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled

by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act, including,

among others, executive officers, directors, large stockholders, subsidiaries, parent entities and sister companies.

(c)

“Certificate of Designations” means the Certificate of Designations, Preferences, Rights and Limitations of the Series

D Convertible Preferred Stock, substantially in the form attached as Exhibit A.

(d)

“Closing Date” means a Trading Day on which all of the Transaction Documents have been executed and delivered by the

applicable parties thereto, and all conditions precedent to the parties’ obligations hereunder have been satisfied or waived, including

(i) each Purchaser’s obligation to pay the Purchase Price as described in Section 2.5, and (ii) the Company’s obligations

to deliver the Securities. For avoidance of doubt, the Company and Purchasers may have multiple Closing Dates.

(e)

“Common Stock” means (i) the Company’s common stock, par value $0.0001 per share, and (ii) any capital stock

into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(f)

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder

thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other

instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,

Common Stock.

(g)

“Company Counsel” means Nason, Yeager, Gerson, Harris & Fumero, P.A., with offices located at 3001 PGA Blvd.,

Suite 305, Palm Beach Gardens, FL 33410.

(h)

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that

Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the

Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability

will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will

be protected (in whole or in part) against loss with respect thereto.

(i)

“Conversion Shares” means the shares of Common Stock issuable upon conversion of the shares of Series D.

(j)

“Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New

York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately

following the date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time)

on any Trading Day, no later than 4:30 p.m. (New York City time) on the date hereof.

(k)

“Dollar(s)” and “$” means lawful money of the United States.

(l)

“Effective Date” means the earliest of the date that (a) the initial Registration Statement filed by the Company pursuant

to the Registration Rights Agreement is first declared effective by the SEC, (b) all of the Underlying Shares have been sold pursuant

to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information

required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the final Closing

Date provided that a holder of Underlying Shares is not an Affiliate of the Company, or (d) all of the Underlying Shares may be sold

pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions

and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders

of the Underlying Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.

(m)

“Escrow Account” means the account designated by the Company, any Placement Agent and the Escrow Agent for purposes

of holding subscription funds prior to the receipt of the Minimum Amount.

(n)

“Escrow Agent” means Continental Stock Transfer & Trust Company.

(o)

“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.

(p)

“Exempt Issuance” means the issuance of (i) shares of Common Stock, restricted stock units or options, and the issuance

of Common Stock under such restricted stock units and the exercise of such options, to consultants, employees, officers or directors

of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board

of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered

to the Company, provided that such securities issued to consultants are issued as “restricted securities” (as defined in

Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during

the prohibition period in Section 4.15(a) herein, (ii) securities upon the exercise or exchange of or conversion of any Securities issued

hereunder, warrants to the Placement Agent in connection with the transactions pursuant to this Agreement, if any, and any securities

upon exercise of warrants to the Placement Agent and/or securities issued upon the exercise or exchange of or conversion of any outstanding

securities as of the date of this Agreement, provided that such securities have not been amended since the date of this Agreement

to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other

than in connection with standard price protection or stock dividends, stock splits or combinations) or to extend the term of such securities,

(iii) securities issued pursuant to any merger, acquisition or strategic transaction approved by a majority of the directors of the Company,

provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights

that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.15(a)

herein, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through

its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and which shall

reasonably be expected to provide to the Company additional benefits, but shall not include a transaction in which the Company is issuing

securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (iv) securities

issued pursuant to any purchase money equipment loan or capital leasing arrangement or in connection with any amendment to any existing

real estate lease to which the Company or any Subsidiary is a party, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in Section 4.15(a) herein or (v) issuances of warrants as compensation to broker-dealers.

(q)

“FINRA” means the Financial Industry Regulatory Authority, Inc.

(r)

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

(s)

“Indebtedness” means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person

for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (but excluding trade payables

incurred in the ordinary course of business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar

instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property

acquired by such Person (even though the rights and remedies of the seller or the purchaser under such agreement in the event of default

are limited to repossession or sale of such property), (e) all capital lease obligations of such Person, (f) all obligations of such

Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities,

(g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock

of such Person, (h) all obligations for any earn-out consideration, (i) the liquidation value of preferred capital stock of such Person,

(j) all guarantee obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (i) above, (k)

all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an

existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract

rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and all obligations

of such Person in respect of hedge agreements; and (1) all Contingent Obligations in respect to indebtedness or obligations of any Person

of the kind referred to in clauses (a)-(k) above. The Indebtedness of any Person shall include, without duplication, the Indebtedness

of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor

as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such

Indebtedness expressly provide that such Person is not liable therefor.

(t)

“Investment” means any investment (including, without limitation, any loan or advance) in or to any Person, whether

payment therefor is made in cash or capital stock or other equity interests or otherwise, and whether such Investment is by acquisition

of capital stock or other equity interests or Indebtedness, or by loan, advance, transfer of property out of the ordinary course of business,

capital contribution, equity or profit sharing interest, extension of credit on terms other than those normal in the ordinary course

of business or otherwise.

(u)

“Liens” means a lien, mortgage, charge pledge, security interest, encumbrance, right of first refusal, preemptive

right or other restriction, or other clouds on title.

(v)

“Liabilities” means all direct or indirect liabilities, Indebtedness and obligations of any kind of Company to the

Purchasers, howsoever created, arising or evidenced, whether now existing or hereafter arising (including those acquired by assignment),

absolute or contingent, due or to become due, primary or secondary, joint or several, whether existing or arising through discount, overdraft,

purchase, direct loan, participation, operation of law, or otherwise, including, but not limited to, pursuant to the Transaction Documents,

any letter of credit, any standby letter of credit, and/or outside attorneys’ and paralegals’ fees or charges relating to

the preparation of the Transaction Documents and the enforcement of the Purchasers’ rights, remedies and powers under the Transaction

Documents.

(w)

“Lock-Up Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors

and officers of the Company, in the form of Exhibit E attached hereto.

(x)

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or would reasonably be expected

to become, individually or in the aggregate, materially adverse to the (a) the business, prospects, assets, property, prospects, results

of operations, or condition (financial or otherwise) of the Company, (b) the validity or enforceability of this Agreement or any of the

other Transaction Documents, (c) the rights or remedies of any Purchaser hereunder or thereunder, or (d) the ability of the Company to

perform its obligations under any Transaction Document, except for, with respect to the Company, any event, occurrence, fact, condition

or change related to (1) any change in the United States economy or securities or financial markets in general, or any change in general

national economic or financial conditions; (2) any change that generally affects the quantum computing market in which the Company operates;

(3) the execution, delivery or performance of this Agreement, or the announcement thereof; (4) any changes in laws, accounting rules

or in the authoritative interpretations thereof or in regulatory or interpretative guidance related thereto, or (5) the failure of the

Company to meet any of its internal projections, forecasts, or revenue or earnings predictions; provided, that the matters set

forth in clauses (1), (2) and (4) above shall not be excluded if they have a disproportionate impact on the Company relative

to the other companies in the quantum computing market in which the Company operates.

(y)

“Permitted Indebtedness” means (i) any Indebtedness of the Company outstanding as of the date of this Agreement and/or

that is listed on Schedule 1.1(u), (ii) purchase money indebtedness incurred in connection with the acquisition of capital assets

in the ordinary course of business, (iii) capital leases, and (iv) related party indebtedness or intercompany advances which are approved

or ratified by the Board of Directors of the Company.

(z)

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments

and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested

in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)

have been established in accordance with GAAP; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s

business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar

Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially

detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company

and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect

of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; (c) Liens incurred in

connection with Permitted Indebtedness; (d) pledges and deposits made in the ordinary course of business in compliance with workers’

compensation, unemployment insurance and other social security laws or regulations; and (e) deposits to secure the performance of bids,

trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature that

are not past due, in each case in the ordinary course of business, but excluding any contract for the payment of money.

(aa)

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization,

association, corporation, institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise

including, without limitation, any instrumentality, division, agency, body or department thereof).

(bb) “Placement

Agents” means Craig-Hallum Capital Group LLC and Chardan Capital Markets, LLC,.

(cc)

“Principal Market” means the principal Trading Market on which the Common Stock is listed or quoted for trading on

the date in question.

(dd)

“Purchase Price” as to any Purchaser shall have the meaning as set forth on Schedule 1 next to the heading

“Purchase Price” with respect to such Purchaser, in United States dollars. For the avoidance of doubt, (i) the Purchase Price

per share of Series D and accompanying Warrants shall be $1,000, and (ii) the number of Warrants shall equal 50% of the Purchaser’s

Purchase Price divided by the initial Conversion Price of the Series D as of the initial Closing Date.

(ee)

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the applicable Closing Date,

by and between the Company and each Purchaser, as may hereinafter be amended and/or supplemented, together with all exhibits, schedules

and annexes to such Registration Rights Agreement, substantially in the form attached as Exhibit B.

(ff)

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights

Agreement and covering the resale of the Conversion Shares and the Warrant Shares, each as provided for in the Registration Rights Agreement.

(gg)

“Required Minimum” means 100% of the Underlying Shares.

(hh)

“SEC” means the United States Securities and Exchange Commission.

(ii)

“SEC Reports” means each Form 8-K, 10-Q and 10-K and each preliminary and definitive Proxy Statement or Information

Statement filed with the SEC, including the exhibits thereto and documents incorporated by reference therein.

(jj)

“Securities” means the shares of Series D and the Warrants purchased pursuant to this Agreement.

(kk)

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(ll)

“Series D” means the Series D Convertible Preferred Stock of the Company.

(mm)

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act

(but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

(nn)

“Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company or other entity

of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests

having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of

such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or

indirectly through one or more intermediaries, or both, by such Person.

(oo)

“Trading Day” means a day on which the principal Trading Market is open for trading.

(pp)

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for

trading on the date in question: the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market,

the Nasdaq Global Select Market, any market or quotation service of the OTC Markets Group (including the OTCQX, the OTCQB, the OTCID

Basic Market) or any successors to any of the foregoing).

(qq)

“Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Warrants, the Registration

Rights Agreement and such other documents, instruments, certificates, supplements, amendments, exhibits and schedules required and/or

attached pursuant to this Agreement and/or any of the above documents, and/or any other document and/or instrument related to the above

agreements, documents and/or instruments, and the transactions hereunder and/or thereunder and/or any other agreement, documents or instruments

required or contemplated hereunder or thereunder, whether now existing or at any time hereafter arising.

(rr)

“Transfer Agent” means Continental Stock Transfer & Trust, the Company’s transfer agent, and any successor

transfer agent of the Company.

(ss)

“Underlying Shares” means the Conversion Shares and the Warrant Shares.

(tt)

“Warrants” means those certain Common Stock Purchase Warrants, issued by the Company to the Purchasers on the Closing

Date and any and all Warrant(s) issued in exchange, transfer or replacement of the Warrant(s), substantially in the form attached as

Exhibit C.

(uu)

“Warrant Shares” has the meaning assigned to such term in the Warrants.

1.2Construction.

The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement

shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, schedule and exhibit references

are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the

singular and plural forms of such terms.

ARTICLE

PURCHASE AND SALE

2.1Closing.

(a)

The Securities will be offered for sale until the earlier of (i) the date upon which subscriptions for up to $15,000,000 offered

hereunder have been accepted, or (ii) April 8, 2026, unless extended by the Company for two additional 30 day periods without prior notice

to the Purchasers, unless terminated at an earlier time by the Company (the “Termination Date”). Beginning upon such time

as the Company has sold Securities for and the Escrow Agent has received at least $5,000,000 in cleared proceeds in the Escrow Account

(the “Minimum Amount”), closings with respect to Securities may take place at any time prior to the Termination Date as determined

by the Company and the Placement Agents with respect to subscriptions accepted prior to the Termination Date (each such closing referred

to as a “Closing”). The last Closing of the Offering, occurring on or prior to the Termination Date, shall be referred to

as the “Final Closing”. Any subscription documents or funds received after the Final Closing will be returned, without interest

or deduction. In the event that the any Closing does not occur prior to the Termination Date, all amounts paid by the Purchaser shall

be returned to the Purchaser, without interest or deduction. The Purchaser may not revoke this subscription or obtain a return of the

subscription amount unless the initial Closing does not occur before the Termination Date or as may be provided by applicable state law.

Subject to the foregoing, any subscription received prior to the Termination Date shall be irrevocable. Except as may be waived by the

Company in its sole discretion, the minimum purchase that may be made by any single prospective Purchaser shall be $50,000. The Company

reserves the right to reject any subscription made hereby, in whole or in part, in its sole discretion. The Company’s agreement

with each Purchaser is a separate agreement and the sale of the Securities to each Purchaser is a separate sale.

(b)

On a Closing Date, time being of the essence, subject to the occurrence of the conditions set forth in Section 2.3, upon the terms

and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser severally, but not jointly or jointly

and severally, agrees to purchase, the Securities in such amounts as indicated next to its name on Schedule 1 hereto. Each Purchaser

shall deliver, via wire transfer, immediately available funds equal to the Purchase Price for its Securities as set forth in Section

2.5 hereof, and the Company shall deliver to each Purchaser the number of shares of Series D and the Warrants specified opposite its

name on Schedule 1 on the Closing Date, and the Company and the Purchasers shall deliver the other items set forth in Section

2.2 deliverable on the Closing Date. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing

shall occur at the offices of the Company or such other location as the parties shall mutually agree.

2.2Deliveries.

(a)

On or prior to a Closing Date, the Company shall deliver or cause to be delivered to the Purchasers the following:

(i)

this Agreement duly executed by the Company;

(ii)

a legal opinion of Company Counsel, directed to the Placement Agents and the Purchasers, in a form reasonably acceptable to the

Placement Agent and the Purchasers;

(iii)

a copy of the Certificate of Designations as filed with the Secretary of State of the State of Delaware;

(iv)

delivery in book entry form of the shares of Series D purchased by such Purchaser as set forth on Schedule 1;

(v)

a Warrant, registered in the name of each Purchaser as set forth on Schedule 1, duly executed by the Company, with an exercise

price equal to the initial Conversion Price of the Series D, subject to adjustment therein;

(vi)

the Lock-Up Agreements; and

(vii)

the Registration Rights Agreement duly executed by the Company.

(b)

On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i)

this Agreement duly executed by such Purchaser;

(ii)

the Purchaser’s applicable Purchase Price, by wire transfer; provided, that it is understood and agreed that the Purchase

Price shall be delivered to the Escrow Agent in the Escrow Account; and

(iii)

the Registration Rights Agreement duly executed by such Purchaser.

2.3Conditions

to Sale and Purchase the Securities. Subject to the terms and conditions of this Agreement, on the Closing Date, each Purchaser,

severally, but not jointly or jointly and severally, will purchase from the Company the Securities in the amounts and for the Purchase

Price as set forth opposite its name on Schedule 1, provided the following:

(a)

The obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:

(i)

As to the first Closing hereunder, the Escrow Agent shall have received in the Escrow Account cleared funds in an amount equal

to the Minimum Amount;

(ii)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material

Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained

herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(iii)

all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have

been performed;

(iv)

the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement; and

(v)

no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed

by any court or other federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation

of any of the transactions contemplated by the Transaction Documents.

(b)

The obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i)

As to the first Closing hereunder, the Escrow Agent shall have received in the Escrow Account cleared funds in an amount equal

to the Minimum Amount;

(ii)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material

Adverse Effect, in all respects) when made and on the date of the Closing of the representations and warranties of the Company contained

herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(iii)

all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed

in all material respects;

(iv)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(v)

there shall have been no Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole;

(vi)

the Company shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the

entry into the Transaction Documents and the sale of the Securities;

(vii)

the Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware;

(viii)

no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed

by any court or other federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation

of any of the transactions contemplated by the Transaction Documents; and

(ix)

from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

2.4 Purchase

Price and Payment of the Purchase Price for the Securities. The Purchase

Price for the Securities

to be purchased by each Purchaser at the Closing shall be as set forth opposite its name on Schedule 1 and shall be paid at a

Closing by the Purchaser by wire transfer or check payment.

ARTICLE

REPRESENTATIONS

AND WARRANTIES

3.1Representations

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, and subject to the qualifications set forth herein, the Company represents

and warrants to the Purchasers on the Closing Date and on each date on which the representations and warranties are required to be made

or remade (unless as of a specific date set forth below) as follows:

(a)

Subsidiaries. Except for Permitted Liens, the Company owns, directly or indirectly, all of the capital stock or other equity

interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock or other interests

of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or

purchase securities.

(b)

Organization. The Company and each of the Subsidiaries is duly organized, validly existing and in good standing under the

laws of the state of their respective organization and are duly qualified and in good standing or has applied for qualification as a

foreign corporation authorized to do business in each jurisdiction where, because of the nature of its activities or properties, such

qualification is required except where the failure to be so qualified would not result in a Material Adverse Effect.

(c)

Authorization: No Conflict. The execution, delivery and performance of the Transaction Documents and the transactions contemplated

thereby by the Company and its Subsidiaries (including, but not limited to, (x) the sale and issuance of the Securities for the Purchase

Price, and (y) the issuance of the Warrant Shares and the Conversion Shares (i) are within the corporate powers of the Company, (ii)

have been duly authorized by all necessary action by or on behalf of the Company, (iii) have received all necessary and/or required governmental,

regulatory and other approvals and consents (if any shall be required), (iv) do not and shall not contravene or conflict in any material

respect with any provision of, or require any consents under (1) any law, rule, regulation or ordinance, (2) the Company’s organizational

documents; and/or (3) any agreement, credit facility, debt or other instrument (evidencing a Company indebtedness) or other understanding

to which the Company is a party or by which any property or asset of the Company is bound or affected, and (v) do not result in, or require,

the creation or imposition of any Lien and/or encumbrance on any of the Company’s properties pursuant to any law, rule, regulation

or ordinance or otherwise.

(d)

Validity and Binding Nature. The Transaction Documents to which the Company is a party are the legal, valid and binding

obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be

limited by bankruptcy, insolvency, reorganization and other similar laws of general application affecting the rights and remedies of

creditors and by general equitable principles (whether enforcement is sought by proceedings in equity or at law), or insofar as indemnification

and contribution provisions may be limited by applicable law.

(e)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by them and good and

marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of

all Liens, except for Permitted Liens. Any real property and facilities held under lease by the Company is held by it under valid, subsisting

and enforceable leases with which the Company is in material compliance.

(f)

Compliance. The Company (i) is not in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received notice of a

claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument

to which it is a party or by which it or any of its properties is bound, (ii) is in not violation of any judgment, decree or order of

any court, arbitrator or other governmental authority or (iii) is not or has not been in violation of any statute, rule, ordinance or

regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to securities,

corporate law, taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,

except in each case as could not have or would result in a Material Adverse Effect.

(g)

Taxes. Except for matters that would not, individually or in the aggregate, have or would result in a Material Adverse

Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign

income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes

and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and

declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent

to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due

by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(h)

Licenses and Permits. The Company and each of its Subsidiaries possesses all material certificates, authorizations, consents,

approvals, orders, licenses and permits issued by the appropriate federal, state or foreign regulatory authorities (collectively, the

“Permits”), necessary to conduct its business as now conducted. All of such Permits are valid and in full force and effect.

There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or investigation that individually or in

the aggregate would reasonably be expected to lead to the revocation, modification, termination, suspension or any other impairment of

the rights of the holder of any such Permit.

(i)

Investment Company. The Company is not (i) an “investment company” or a company “controlled”, whether

directly or indirectly, by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(j)

No Conflicts. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated

in this Agreement and the other Transaction Documents, and compliance by the Company with its obligations under this Agreement and the

other Transaction Documents, do not and will not, whether with or without the giving of notice or passage of time or both, (w) conflict

with or result in a breach of any of the terms and provisions of, or constitute a default under, (x) result in the creation or imposition

of any Lien (other than Permitted Liens) upon any property or assets of the Company pursuant to any agreement, (y) result in any violation

of the provisions of the charter, by-laws or similar organizational documents of the Company, or (z) result in the violation of any applicable

law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign,

having jurisdiction over the Company or any of its respective assets, properties or operations, except in the case of this clause (z)

for such conflicts, violations, breaches or defaults which would not result in a Material Adverse Effect.

(k)

Foreign Corrupt Practices Act. The Company, nor, to the Company’s knowledge, any of its directors, officers, employees,

agents or other person acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that would result

in a material violation by such person of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder

(the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce

corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of money, or other property, gift, promise

to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA)

or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the

Company.

(l)

Rule 506(d) Bad Actor Disqualification Representations and Covenants.

(i)

No Disqualification Events. Neither the Company, nor any of its predecessors, affiliates, any manager, executive officer,

other officer of the Company participating in the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange

Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter

(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity as of the date of this Agreement

and on the Closing Date (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject

to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification

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

determine (A) the identity of each person that is a Company Covered Person; and (B) whether any Company Covered Person is subject to

a Disqualification Event. The Company has complied with its disclosure obligations under Rule 506(e).

(ii)

Other Covered Persons. The Company is not aware of any person (other than any Company Covered Person) who has been or will

be paid (directly or indirectly) remuneration in connection with the purchase and sale of the Securities who is subject to a Disqualification

Event (each, an “Other Covered Person”).

(iii)

Reasonable Notification Procedures. With respect to each Company Covered Person, the Company has established procedures

reasonably designed to ensure that the Company receives notice from each such Company Covered Person of (A) any Disqualification Event

relating to that Company Covered Person, and (B) any event that would, with the passage of time, become a Disqualification Event relating

to that Company Covered Person; in each case occurring up to and including the Closing Date.

(iv)

Notice of Disqualification Events. The Company will notify each Purchaser immediately in writing upon becoming aware of

(A) any Disqualification Event relating to any Company Covered Person and (B) any event that would, with the passage of time, become

a Disqualification Event relating to any Company Covered Person and/or Other Covered Person.

(m)

Transactions With Affiliates and Employees. Except as set forth in SEC Reports, none of the officers or directors of the

Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction

with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement

or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from

providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or

such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial

interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 per year, other than

for: (i) payment of salary and bonuses or consulting fees for services rendered (so long as such salaries and bonuses or consulting fees

are on customary terms for companies of a similar size and stage of development), (ii) reimbursement for expenses incurred on behalf

of the Company and (iii) other employee benefits, including stock option agreements under any stock or option plan of the Company.

(n)

Intellectual Property. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

that are material to the conduct of its business (collectively, the “Intellectual Property Rights”). Neither the Company

nor any of its Subsidiaries has received a notice (written or otherwise) that any material Intellectual Property Right has expired, terminated

or been abandoned, or is expected to expire or terminate or be abandoned. The Company has not received a written notice of a claim or

otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would

not have or reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property

Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company

and each of its Subsidiaries has taken commercially reasonable security measures to protect the secrecy, confidentiality and value of

all of its intellectual property.

(o)

Filings, Consents and Approvals. 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

or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)

the filings required pursuant to the Registration Rights Agreement and the declaration of effectiveness by the SEC of the Registration

Statement and (ii) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws.

(p)

Authorization; Enforcement. All corporate action on the part of the Company and its officers and directors necessary for

the authorization, execution and delivery of the Transaction Documents and the performance of all obligations of the Company under the

Transaction Documents and have been taken on or prior to the date hereof. Each of the Transaction Documents has been duly executed by

the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of

the Company enforceable against the Company in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency,

reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as

limited by general equitable principles regardless of whether such enforcement is considered in a proceeding in equity or at law, (iii)

as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iv) insofar

as indemnification and contribution provisions may be limited by applicable law.

(q)

Valid Issuance of Securities. The shares of Series D and Warrants have been duly authorized and, when issued and paid for

in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and all

restrictions on transfer other than those expressly imposed by the federal securities laws. The Conversion Shares and Warrant Shares

have been duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid

and nonassessable, free and clear of all Liens and all restrictions on transfer other than those expressly imposed by the federal securities

laws. The Company will reserve, from its duly authorized unissued Common Stock, the Required Minimum.

(r)

SEC Reports. As of the date hereof, the Company files reports with the SEC under the Exchange Act. All SEC Reports have

been so filed, and all material contracts so filed as exhibits are, in full force and effect, except those which have expired in accordance

with their terms, and the Company is not in material default with respect to such contracts. As of its respective filing date, each SEC

Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated

thereunder and the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

(s)

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(s), which

Schedule 3.1(s) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the

Company as of the date hereof. Except as set forth on Schedule 3.1(s), the Company has not issued any capital stock since its

most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s

stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans

and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic

report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right

to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(s), there are

no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,

rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire,

any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which

the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital

stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common

Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company

or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon

an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any

Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements

by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does

not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the

outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued

in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive

rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board

of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements

or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of

the Company, between or among any of the Company’s stockholders.

(t)

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in SEC Reports, to the Company’s

knowledge: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to be materially

adverse to the Company, (ii) neither the Company nor any of its Subsidiaries has incurred any liabilities (contingent or otherwise) other

than (A) Permitted Indebtedness, trade payables and accrued expenses incurred in the ordinary course of business consistent with past

practice, and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed

in filings made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any

dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem

any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except

as set forth on Schedule 3.1(t) or pursuant to existing Company stock or option plan.

(u)

Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge

of the Company, threatened against or affecting the Company or any of its properties before or by any court, arbitrator, governmental

or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which

(i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or

(ii) would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.

(v)

Insurance. The Company and each of its Subsidiaries is insured by insurers of recognized financial responsibility against

such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged; neither the Company nor

any of its Subsidiaries has been refused any coverage sought or applied for; and the Company does not have any reason to believe that

it or any of its Subsidiaries will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain

similar coverage from similar insurers as may be necessary to continue its business.

(w)

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees

of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s employees is a

member of a union that relates to such employee’s relationship with the Company, and the Company is not a party to a collective

bargaining agreement, and the Company and believes that its relationships with its employees are good. To the knowledge of the Company,

no executive officer of the Company or any s, is, or is now expected to be, in violation of any material term of any employment contract,

confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or

any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the

Company to any liability with respect to any of the foregoing matters. The Company is in compliance with all U.S. federal, state, local

and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,

except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(x)

Trading Market Requirements. Except as disclosed on SEC Reports, the Company has not, in the 12 months preceding the date

hereof, received notice from any Trading Market on which the Common Stock is quoted to the effect that the Company is not in compliance

with the requirements of such Trading Market. The issuance and sale of the Securities hereunder does not contravene the rules and regulations

of the Trading Market.

(y)

Certain Fees. Except for the compensation payable to the Placement Agents as set forth on Schedule 3.1(y), no brokerage

or finder’s fees or commissions are or will be payable by the Company or any of its Subsidiaries to any broker, financial advisor

or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the

Transaction Documents. No Purchaser shall have any obligation with respect to any fees or with respect to any claims made by or on behalf

of other Persons for fees of a type contemplated in this Agreement that may be due in connection with the transactions contemplated by

the Transaction Documents.

(z)

Environmental Laws. The Company and its Subsidiaries, to the best of the Company’s knowledge, (i) are in material

compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including

ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases

or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous

Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,

disposal, transport or handling of Hazardous Materials, as well as all material authorizations, codes, decrees, demands, or demand letters,

injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved

thereunder (“Environmental Laws”); (ii) have received all material permits, licenses or other approvals required of them

under applicable Environmental Laws to conduct their respective businesses; and (iii) are in material compliance with all terms and conditions

of any such permit, license or approval except where in each clause (i), (ii) and (iii), the failure to so comply would be reasonably

expected to have, individually or in the aggregate, a Material Adverse Effect.

(aa)

Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company is in material compliance

with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company’s certifying

officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered

by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The

Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about

the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation

Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange

Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial

reporting.

(bb)

Accountants. The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company,

such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with

respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2025.

(cc)

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated

hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(dd)

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in

order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights

agreement) or other similar anti takeover provision under the Company’s certificate of incorporation (or similar charter documents)

or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the

Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result

of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(ee)

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their

agents or counsel with any information that it believes constitutes or might constitute material, nonpublic information. The Company

understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the

Company. All disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, its business and the transactions

contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement

of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances

under which they were made, not misleading. To the Company’s knowledge, the press releases disseminated by the Company during the

12 months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state

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

which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations

or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(ff)

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the

receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s

assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities

(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital

to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular

capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability

thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all

of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of

its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such

debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has

no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy

or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the dates thereof all

outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.

Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(gg)

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the

Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions

contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company

(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given

by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions

contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each

Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on

the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(hh)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary

notwithstanding (except for Sections 3.2(g) and 4.17 hereof), it is understood and acknowledged by the Company that: (i) none of the

Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short,

securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities

for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation,

Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may

negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative”

transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the

Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party

in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage

in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the

periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities

(if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging

activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach

of any of the Transaction Documents.

(ii)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s

or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its

respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology

(collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has

no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its

IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments,

orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,

access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the

Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material

confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company

and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

(jj)

Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three

(3) years were, in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including,

without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy

Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed

to ensure compliance with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,

handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate

notice of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws;

and (iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating

to its subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by

Privacy Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number,

email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would

qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal

data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or

his or her family, or permits the collection or analysis of any identifiable data related to an identified person’s health or sexual

orientation. (i) None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, or deceptive

in violation of any Privacy Laws and (ii) the execution, delivery and performance of the Transaction Documents will not result in

a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries (i) to the knowledge of the Company, has

received written notice of any actual or potential liability of the Company or the Subsidiaries under, or actual or potential violation

by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part,

any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or

(iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that

imposed any obligation or liability under any Privacy Law.

(kk)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly

or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company

to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases

of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other

securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection

with the placement of the Securities.

(ll)

No Other Representations and Warranties. Except for the representations and warranties of any Purchaser expressly set forth

in this Agreement or in a certificate delivered pursuant to this Agreement, no Purchaser nor any other Person on behalf of such Purchaser

has made or makes any other express or implied representation or warranty, either written or oral, with respect to such Purchaser.

(mm)

Non-Reliance. The Company acknowledges that the representations and warranties of the Purchasers in this Agreement constitute

the sole and exclusive representations and warranties of the Purchasers in connection with the transactions contemplated hereby, and

the Company further acknowledges and agrees that neither no Purchaser or any of its respective representatives, are making any representation

or warranty whatsoever, express or implied, beyond those expressly given in this Agreement. The Company is not relying on any representation

or warranty of any Purchaser or any of its respective representatives except for those expressly set forth in this Agreement or in a

certificate delivered pursuant to this Agreement.

(nn)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation

within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s

request.

(oo)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding

Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System

(the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly

or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of

the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor

any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that

is subject to the BHCA and to regulation by the Federal Reserve.

(pp)

Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance

with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering

Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving

the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary,

threatened.

3.2Representation

and Warranties of the Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants as of the date hereof

and as of the Closing Date to the Company as follows:

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing

and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific

performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited

by applicable law.

(b)

Own Account. Such Purchaser understands that the Securities and the Underlying Shares are and will be “restricted

securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities

and any Underlying Shares as principal for its own account and not with a view to or for distributing or reselling such Securities or

any Underlying Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention

of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or

indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation

of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right

to sell the Securities and any Underlying Shares pursuant to an effective registration statement or otherwise in compliance with applicable

federal and state securities laws). Such Purchaser is acquiring the Securities and any Underlying Shares hereunder and under the other

Transaction Documents, as applicable, in the ordinary course of its business.

(c)

Purchaser Status. At the time such Purchaser was offered the Securities, it was, as of the date hereof it is and as of

the Closing Date in which it purchases the Securities it will be an “accredited investor” as defined in Rule 501(a) under

the Securities Act.

(d)

No General Solicitation; No Advertising. The Purchaser is unaware of, is in no way relying on, and did not become aware

of the offering of the Securities directly or indirectly through or as a result of, any form of general solicitation or general advertising

including, without limitation, any press release, article, notice, advertisement or other communication published in any newspaper, magazine

or similar media or broadcast over television, radio or the Internet (including without limitation, Internet “blogs,” bulletin

boards, discussion groups or social networking sites in connection with the offering and sale of the Securities and is not subscribing

for the Securities and did not become aware of the offering of the Securities through or as a result of any seminar or meeting to which

the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection

with investments in securities generally. The Purchaser further confirms that it has a substantive and pre-existing relationship with

the Company or their respective officers, directors or agents and such Purchaser was not solicited to purchase the Securities through

the use of general solicitation or had established a substantive relationship with the Company prior to the commencement of any Rule

506(b) private placement conducted by the Company.

(e)

Experience of the Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

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

in the Securities and any Underling Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear

the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(f)

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents

and all exhibits and schedules thereto (including without limitation Risk Factors attached as Exhibit D) and has been afforded (i) the

opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning

the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information

about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable

it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire

without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. The

Purchaser acknowledges receipt of a Term Sheet summarizing the offering and acknowledges that such Purchaser as had the opportunity to

review all SEC Reports.

(g)

Certain Transactions and Confidentiality. Such Purchaser has not directly or indirectly, nor has any Person acting on behalf

of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of

the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company

or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately

prior to the execution hereof. Notwithstanding the foregoing, if such Purchaser is a multi-managed investment vehicle, whereby separate

portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the

investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set

forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision

to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s

representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates,

such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence

and terms of this transaction).

(h)

Registration Limitations. Each Purchaser understands and acknowledges that the Company’s ability to register the

Purchaser’s sale of Underlying Shares as contemplated by the Registration Rights Agreement may be limited by (i) the outstanding

registration rights as disclosed in SEC Reports and/or (ii) the SEC Staff’s policy that the registration of the resale of securities

in certain transactions constituting “private investments in public equity” are limited to one-third of the registrant’s

public float (defined as securities held by non-Affiliates).

(i)

Offering Representations. Each Purchaser understands and acknowledges that (i) the Minimum Amount must be sold pursuant

to this Agreement in order for a Closing to occur hereunder, (ii) the Purchaser has no expectation that the sale of sufficient Securities

to reach or exceed the Minimum Amount is an indication that such sales have been made to investors who have no financial or other interest

in this offering, or otherwise are exercising independent investment discretion, (iii) the sale of the Minimum Amount, while necessary

to the business opportunities of the Company, is not designed as a protection to the Purchaser or to indicate that the Purchaser’s

investment decision is shared by other unaffiliated investors, (iv) the Purchaser does not and will not place any reliance on the sale

of the Minimum Amount as an indication of the merits of this offering, and (v) the Purchaser must make its own investment decision as

to the merits of this offering.

(j)

Risk Factors. The Purchaser has received and reviewed and acknowledges and understands the disclosure set forth in the

Risk Factors attached as Exhibit D.

(k)

No Other Representations and Warranties. Except for the representations and warranties of the Company expressly set forth

in this Agreement or in a certificate delivered pursuant to this Agreement, neither the Company nor any other Person on behalf of the

Company has made or makes to the Purchaser any other express or implied representation or warranty, either written or oral, with respect

to the Company.

(l)

Non-Reliance. Each Purchaser acknowledges that the representations and warranties of the Company in this Agreement constitute

the sole and exclusive representations and warranties of such Purchaser in connection with the transactions contemplated hereby, and

each Purchaser further acknowledges and agrees that no Purchaser or any of its respective representatives, are making any representation

or warranty whatsoever, express or implied, beyond those expressly given in this Agreement. Each Purchaser is not relying on any representation

or warranty of the Company or any of its respective representatives except for those expressly set forth in this Agreement or in a certificate

delivered pursuant to this Agreement.

ARTICLE

OTHER AGREEMENTS

OF THE PARTIES

4.1Transfer

Restrictions.

(a)

The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of

Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or

in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company

an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall

be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities

under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement

and shall have the rights and obligations of a Purchaser under this Agreement.

(b)

Each Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the

following form:

[NEITHER]

THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE

COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION]

OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL

INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY

SUCH SECURITIES.

The

Company acknowledges and agrees that each Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered

broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”

as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under

the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge

or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor

shall be required in connection therewith. Further, no notice shall be required of such pledge. At such Purchaser’s expense, the

Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in

connection with a pledge or transfer of the Securities, including, if the Securities are then registered for resale on a registration

statement, the preparation and filing of any required prospectus supplement under Rule 424(b) under the Securities Act or other applicable

provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.

(c)

Certificates evidencing the Conversion Shares and/or the Warrant Shares shall not contain any legend (including the legend set

forth in Section 4.1(b) hereof): (i) when they have been sold while a registration statement (including the Registration Statement) covering

the resale of such security is effective under the Securities Act, (ii) following any sale of such the Conversion Shares and/or Warrant

Shares pursuant to Rule 144, (iii) if such Conversion Shares and/or Warrant Shares are eligible for sale under Rule 144 and a sale or

transfer will be taking place prior to the Company’s next periodic report becomes due under the Exchange Act (not including any

extension period) or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations

and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent

promptly after the Effective Date or at such time as such legend is no longer required under this Section 4.1(c) if required by the Transfer

Agent to effect the removal of the legend hereunder, or if requested by any Purchaser. If any portion of any shares of Series D or Warrants

is exercised at a time when there is an effective registration statement to cover any sale of the Underlying Shares, or if such Conversion

Shares and/or Warrant Shares have been sold under Rule 144 and the Company is then in compliance with the current public information

required under Rule 144, or if the Conversion Shares and/or Warrant Shares may be sold under Rule 144 without the requirement for the

Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares and/or Warrant Shares

and without volume or manner-of-sale restrictions provided the conditions of Rule 144(i)(2) have been satisfied and a sale of such shares

will be taking place prior to the Company’s next annual report on Form 10-K or quarterly report on Form 10-Q becoming due with

the SEC under its reporting obligations under the Exchange Act (not including any extension period) or if such legend is not otherwise

required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff

of the SEC) then such Conversion Shares and/or Warrant Shares shall be issued free of all legends. The Company agrees that following

the Effective Date or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than the earlier

of (i) one Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the

delivery by a Purchaser to the Company or the Transfer Agent of certificate(s) representing the Conversion Shares and/or Warrant Shares,

as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered

to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make

any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section

4. Certificates for Conversion Shares and/or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer

Agent to the applicable Purchaser by crediting the account of such Purchaser’s prime broker with the Depository Trust Company System

as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed

in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date

of delivery of a certificate representing the Conversion Shares and/or Warrant Shares, as applicable, issued with a restrictive legend.

(d)

In addition to each Purchaser’s other available remedies, the Company shall pay to each Purchaser, in cash, the greater

of (i) as partial liquidated damages and not as a penalty, for each $1,000 of Conversion Shares and/or Warrant Shares (based on the Exercise

Price) delivered for removal of the restrictive legend and subject to Section 4.1(c), $5 per Trading Day (increasing to $10 per Trading

Day five Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate

is delivered without a legend and (ii) if the Company fails to (x) issue and deliver (or cause to be delivered) to a Purchaser by the

Legend Removal Date a certificate representing the Securities so delivered to the Company by such Purchaser that is free from all restrictive

and other legends or (y) if after the Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares

of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Stock,

or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Purchaser

anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s

total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased

(including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such

number of Conversion Shares or Warrant Shares, as applicable, that the Company was required to deliver to such Purchaser by the Legend

Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the

date of the delivery by such Purchaser to the Company of the applicable, Conversion Shares or Warrant Shares (as the case may be) and

ending on the date of such delivery and payment under this clause (ii).

4.2Furnishing

of Information; Public Information.

(a)

As long as any Purchaser owns Securities, the Company covenants to use commercially

reasonably efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required

to be filed by the Company after the date hereof pursuant to the Exchange Act.

(b)

At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all

of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction

or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement

under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company

shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition

to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and

not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to one percent

(1.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every

thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such

Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to

transfer the Shares and Warrant Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this

Section 4.2(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments

shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred

and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is

cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure

Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit

such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to

pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive

relief.

(c)

Notwithstanding anything herein to the contrary, in no event shall the liquidated damages provided for herein and in any other

Transaction Document with respect to a Purchaser exceed 10% of such Purchaser’s aggregate Purchase Price paid for its Securities.

4.3Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in

Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the

registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities

for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing

of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of

the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,

with the SEC within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents

to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the

Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without

limitation, the Placement Agents, in connection with the transactions contemplated by the Transaction Documents. In addition, effective

upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

agents, employees, Affiliates or agents, including, without limitation, the Placement Agents, on the one hand, and any of the Purchasers

or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms

that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and

each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,

and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the

prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with

respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is

required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement

or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name

of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Purchaser,

except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights

Agreement and (ii) the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by law or

Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under

this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5Non-Public

Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its

behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of

their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade

on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the SEC pursuant

to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant

in effecting transactions in securities of the Company.

4.6Indemnification

of Purchasers. Subject to the provisions of this Section 4.6, the Company will indemnify and

hold each Purchaser and their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons

with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person

who controls any Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,

officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)

harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all

judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser

Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements

made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties

in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser

Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material

breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or

understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal

securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or

willful misconduct). If any action shall be brought against any Purchaser Party in respect of which

indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company

shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any

Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees

and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (x) the employment thereof has

been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense

and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue

between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the

reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this

Agreement (1) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be

unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable

to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party

in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.6 shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity

agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or

others and any liabilities the Company may be subject to pursuant to law.

4.7Reservation

of Common Stock. The Company shall reserve and keep available at all times, free of preemptive

rights, a sufficient number of shares of Common Stock equal to the Required Minimum for the purpose of enabling the Company to issue

the Underlying Shares and any other shares that may be issuable pursuant to the Warrants. If on any date the number of authorized but

unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Company’s Board

of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number

of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as practicable and in any event

not later than the 90th day after such date.

4.8Use

of Proceeds. Except as set forth on Schedule 4.8 attached hereto, the Company shall use the net proceeds from the sale of

the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the

Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),

(b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in

violation of FCPA or OFAC regulations.

4.9

Conversion and Exercise Procedures. The form of Notice of Conversion in the Certificate

of Designations sets forth the totality of the procedures required of the Purchasers in order to convert the shares of Series D, and

the form of Notice of Exercise in the Warrants sets forth the totality of the procedures required of the Purchasers in order to exercise

the Warrants. No additional legal opinion, other information or instructions shall be required of any Purchaser to convert the shares

of Series D or the exercise the Warrants. Without limiting the preceding sentences, no ink-original Notice of Conversion, Notice of Exercise

or Delivery Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Conversion form, Notice of Exercise form or Delivery Notice form be required in order to convert the shares of Series D or exercise the

Warrants. The Company shall honor conversions of the shares of Series D and exercises of the Warrants, and shall deliver the Conversion

Shares, and the Warrant Shares, as applicable, in accordance with the terms, conditions and time periods set forth in the Transaction

Documents. Nothing contained in this Section 4.9 shall be construed to mean that no legal opinion is required to remove any restrictive

legends on the Securities.

4.10Form

D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities with the SEC as required under Regulation

D, and with the applicable securities regulators in the states in which the Securities were sold, and to provide copies thereof, promptly

upon request of any Purchaser. The Company shall take such further action as the Company shall reasonably determine is necessary in order

to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue

Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.11Preservation

of Corporate Existence. So long as any Warrants issued hereunder remain outstanding, the Company shall, and shall use its commercially

reasonable efforts to cause each of its Subsidiaries to, preserve and maintain their respective corporate existences, rights, privileges

and franchises in their respective jurisdictions of incorporation, and qualify and remain qualified, as a foreign corporation in each

jurisdiction in which such qualification is necessary in view of their respective businesses and operations and where the failure to

qualify or remain qualified would result in a Material Adverse Effect.

4.12

DTC Program. At all times that the Securities are outstanding, the Company will employ as the Transfer Agent for the Common Stock,

the Conversion Shares and the Warrant Shares a participant in the Depository Trust Company Automated Securities Transfer Program and

cause the Common Stock (including the Conversion Shares and the Warrant Shares) to be transferable pursuant to such program.

4.13Transfer

Agent Instructions. The Company shall issue instructions to the Transfer Agent (the “Transfer Agent Instructions”) to

issue certificates or credit shares to the applicable account, registered in the name of the Purchasers and/or their respective nominee(s),

for the Underlying Shares in such amounts as specified from time to time by the Purchasers to the Company upon conversion of the shares

of Series D or exercise of the Warrants. In the event that such sale, assignment or transfer involves Conversion

Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement

that has been filed with the SEC or in compliance with Rule 144 or Section 4(a)(1) of the Securities Act, the Company shall use commercially

reasonable efforts to cause the Transfer Agent to issue such shares to such buyer, assignee or transferee (as the case may be) without

any restrictive legend in accordance with Section 4.1. The Company acknowledges that a breach by it of its obligations hereunder will

cause irreparable harm to the Purchasers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations

under this Section will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this

Section, that each Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining

any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other

security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Transfer Agent Instructions

to the Company’s Transfer Agent from and after the Applicable Date. Any fees (with respect to the transfer agent, counsel to the

Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne

by the Company. “Applicable Date” means the first date on which the Underlying Shares are eligible to be resold by the Purchasers

pursuant to Rule 144 or an effective registration statement that has been filed with the SEC is in effect.

4.14

Trading Market. The Company shall

use commercially reasonable efforts to ensure that its shares of Common Stock remain quoted or listed on the Trading Market.

4.15

Subsequent Equity Sales.

(a)

From the date hereof until ninety (90) days after the date of this Agreement, neither the Company nor any Subsidiary shall (i)

issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock

Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than as contemplated or permitted pursuant

to the Transaction Documents or filing a registration statement on Form S-8 in connection with any employee benefit plan.

(b)

From the date hereof until one-hundred eighty (180) days after the date of this Agreement, the Company shall be prohibited from

effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock

Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction”

means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or

exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price

or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common

Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that

is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified

or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters

into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market

offering”, whereby the Company may issue securities at a future determined price, regardless of whether shares pursuant to such

agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Purchaser shall be entitled

to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect

damages.

(c)

Notwithstanding the foregoing, this Section 4.15 shall not apply in respect of an Exempt Issuance, except that no Variable Rate

Transaction shall be an Exempt Issuance.

4.16

Equal Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered

to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser

by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall

not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of

Securities or otherwise.

4.17

Certain Transactions and Confidentiality. Each Purchaser covenants, severally, but not jointly or jointly and severally, that

neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including

Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at

such time that the transactions contemplated by this Agreement are first publicly disclosed. Until that time, each Purchaser covenants,

severally, but not jointly or jointly and severally, such Purchaser will maintain the confidentiality of the existence and terms of this

transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained

in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty

or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions

contemplated by this Agreement are first publicly disclosed, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions

in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated

by this Agreement are first publicly disclosed, (iii) no Purchaser has been asked by the Company to agree, nor has any Purchaser agreed,

to desist from purchasing or selling Securities which have been issued under the terms of this Agreement, the Certificate of Designations,

the Warrants or any other Transaction Document, or “derivative” securities based on securities issued by the Company or to

hold the Securities for any specified term, (iv) no Purchaser shall be deemed to have any affiliation with or control over any arm’s

length counter-party in any “derivative” transaction, (v) any Purchaser may engage in hedging activities, other than Short

ales at various times during the period that the Securities are outstanding, and (vi) no Purchaser

shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after

the first public disclosure relating to that Purchaser’s purchase of Securities. Except as contemplated above, Company acknowledges

that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

4.18

Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except

to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If

any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek

specific performance of the terms of such Lock-Up Agreement.

ARTICLE

MISCELLANEOUS

5.1Fees

and Expenses.

(a)

Except as expressly set forth below and in the Transaction Documents to the contrary, each party shall pay the reasonable, documented

fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident

to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees

(including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any

exercise notice delivered by any Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities

to any Purchaser.

(b)

Notwithstanding the foregoing, the Company has agreed to reimburse ____________, or an affiliate thereof, as lead investor

in this Offering (the “Lead Investor”), up to $50,000 for the Lead Investor’s legal fees and expenses in connection

with this Agreement and the transactions contemplated hereby, and the Company has agreed to reimburse each Placement Agent up to $35,000

for its legal fees and expenses in connection with this Agreement and the transactions contemplated hereby.

5.2Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties

with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.3Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile

or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto at or prior to 5:30

p.m. (New York, NY time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is

delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto

on a day that is not a Trading Day or later than 5:30 p.m. (New York, NY time) on any Trading Day, (c) the second Trading Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom

such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached

hereto.

5.4Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented

or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers of a majority of the

then outstanding Securities or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.

No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing

waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall

any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment

effected in accordance with accordance with this Section 5.4 shall be binding upon the Purchasers and holders of Securities and the Company

and its Subsidiaries.

5.5Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchasers.

Each Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any

Securities in compliance with the Transaction Documents, provided that such transferee agrees in writing to be bound, with respect

to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers,” and provided

further that (i) such transferee is an “accredited investor” within the meaning of Rule 501 under the Securities Act and

(ii) such transferee is not a direct competitor of the Company or any Subsidiary.

5.6No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto, the Placement Agents, and their respective

successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

5.7Governing

Law; Exclusive Jurisdiction. All questions concerning the construction, validity,

enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal

laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all Actions concerning

the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether

brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)

shall be commenced exclusively in the state and federal courts sitting in the New York County, New York. Each party hereby irrevocably

submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York for the adjudication of any

dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to

the enforcement of any of the Transaction Documents), and hereby irrevocably

waives, and agrees not to assert in any Action, any claim that it is not personally subject to the jurisdiction of any such court, that

such Action is improper or is an inconvenient venue for such Action. Each party hereby irrevocably waives personal service of process

and consents to process being served in any such Action by mailing a copy thereof via registered or certified mail or overnight delivery

(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service

shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any

way any right to serve process in any other manner permitted by law. In any Action, the Parties

hereby irrevocably waives any right it may have to, and agrees not to request, a jury trial for the adjudication of any dispute hereunder

or in connection with or arising out of the Purchase Agreement, the Warrant or any transaction contemplated hereby.

any party shall commence an Action to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the

Company elsewhere in this Agreement, the prevailing party in such Action shall be reimbursed by the non-prevailing party for its reasonable

attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action.

5.8Survival.

The representations and warranties contained herein shall survive a Closing and the delivery of the Securities at a Closing.

5.9Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery

of a “.pdf’ format data file, such signature shall create a valid and binding obligation of the party executing (or on whose

behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original

thereof.

5.10Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired, or invalidated, as long as the essential terms and conditions of the Warrant for

each party remain valid, binding, and enforceable. The parties shall use their commercially reasonable efforts to find and employ an

alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

5.11Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any

of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document

and the Company does not timely perform its related obligations within the periods therein provided, then the Purchasers may rescind

or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in

whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of a

conversion of any shares of Series D or exercise of any Warrants, the applicable Purchasers shall be required to return any shares of

Common Stock subject to any such rescinded conversion or exercise notice concurrently with the return to such Purchasers of the aggregate

exercise price paid to the Company for such shares.

5.12Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company

of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.13Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and

hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law

would be adequate.

5.14Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or any

Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or

any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or

are required to be refunded, repaid or otherwise restored to the Company, any of its Subsidiaries, a trustee, receiver or any other Person

under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then

to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued

in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.15Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have

been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.16Saturdays,

Sundays, and Holidays. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

5.17Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto.

5.18

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to

communicate with the Company through legal counsel to the Placement Agents. Legal counsel to the Placement Agents does not represent

any of the Purchasers and only represents the Placement Agents. The Company has elected to provide all Purchasers with the same terms

and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.

It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between

the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

(Signature Pages

Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

ZAPATA QUANTUM, INC.

By:

Name: Sumit Kapur

Title: Chief Executive Officer

[REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR

PURCHASERS FOLLOWS]

PURCHASER SIGNATURE

PAGES TO SECURITIES PURCHASE AGREEMENT

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

By:

Name:

Date:

Address

for Notice to Purchasers:

Address for Delivery of

Securities to Purchaser (if not same as address for notice):

Initial Beneficial Ownership Limitation

(Series D):

[ ] 4.99% [ ] 9.99% [ ] Other (insert

percentage): ____%

Initial Beneficial Ownership Limitation

(Warrant):

[ ] 4.99% [ ] 9.99% [ ] Other (insert

percentage): ____%

(If a Purchaser does not complete either

of the above, its Beneficial Ownership Limitation for each applicable Security will initially be 4.99%)

Purchaser Signature Page to Securities Purchase

Agreement

Schedule 1

Purchase Price;

Securities Purchased

Name

of Purchaser

Purchase

Price(1)

Number of

Shares of Series

D Preferred Stock

Number

of Shares of Common Stock into which the Warrants are Exercisable (subject to adjustment)

$______________

(To

be filled by the Company)

(To

be filled by the Company)

(1)

For the avoidance of doubt, (i) the Purchase Price per share of Series D and accompanying Warrants shall

be $1,000, and (ii) the number of Warrants shall equal 50% of the Purchaser’s Purchase Price divided by the initial Conversion

Price of the Series D as of the initial Closing Date.

EX-10.2 — REGISTRATION RIGHTS AGREEMENT

EX-10.2

Filename: ex10x2.htm · Sequence: 5

Exhibit 10.2

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is made and entered into as of April 7, 2026, by and among Zapata

Quantum, Inc., a Delaware corporation (the “Company”), and the purchasers from time-to-time party hereto (each, a

“Purchaser” and collectively, the “Purchasers”).

This

Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchasers

(the “Purchase Agreement”).

The

Company and the Purchasers hereby agrees as follows:

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the

meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice”

shall have the meaning set forth in Section 6(b).

“Effectiveness

Date” means (i) with respect to the Initial Registration Statement, the earlier of (A) 120 days following the termination of

the Offering, and (B) the 2nd Trading Day after the date the Company is notified (orally or in writing, whichever is earlier) by the

SEC that such Registration Statement will not be reviewed or will not be subject to further review and (ii) with respect to any additional

Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 60th calendar

day (or the 120th calendar day if such additional Registration Statement is subject to a full review by the SEC) following the date on

which the Company was required to file such additional Registration Statement and (B) 2nd Trading Day after the date the Company is notified

(orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject

to further review. Notwithstanding anything in this Agreement to the contrary, to the extent the SEC’s operations are affected

by a U.S. federal government shutdown, the applicable Effectiveness Date shall be extended to the as soon as reasonably practicable in

the case of a Registration Statement which the SEC has indicated it will not review, or the 90th calendar day following the end of such

shutdown in the case of a Registration Statement which the SEC has indicated it will review.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(d).

“Event

Date” shall have the meaning set forth in Section 2(d).

“Filing

Date” means, (a) with respect to the Initial Registration Statement required hereunder, the 60th day following the later of

(i) the date on which the final closing has occurred or the Offering has terminated or (ii) termination of the Offering, and (b) with

respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical

date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” shall have the meaning set forth in Section 5(c).

“Indemnifying

Party” shall have the meaning set forth in Section 5(c).

“Initial

Registration Statement” means the first Registration Statement filed pursuant to this Agreement.

“Losses”

shall have the meaning set forth in Section 5(a).

“Offering”

means the offering of Series D and Warrants pursuant to the Purchase Agreement.

“Plan

of Distribution” shall have the meaning set forth in Section 2(a).

“Prior

Securities” means the Company’s Common Stock subject to registration obligations as of the date hereof.

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the

SEC pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering

of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,

including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable

Securities” means, as of any date of determination, (a) all Conversion Shares issuable upon conversion of the Series D, and

(b) all Warrant Shares issuable upon exercise of the Warrants; provided, however, that any such Registrable Securities

shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another,

Registration Statement hereunder with respect thereto) for so long as (i) a Registration Statement with respect to the sale of such Registrable

Securities is declared effective by the SEC under the Securities Act and such Registrable Securities have been disposed of by the Holder

in accordance with such effective Registration Statement, (ii) such Registrable Securities have been previously sold in accordance with

Rule 144, or (iii) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public

information pursuant to Rule 144, and the conditions of Rule 144(i)(2) have been met, as set forth in a written opinion letter to such

effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities

issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were

at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company).

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration

statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such

registration statement or Prospectus, including pre- and post- effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in any such registration statement.

“Rule

415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from

time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such

Rule.

“Rule

424” means Rule 424 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from

time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such

Rule.

“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC

Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests

of the SEC staff and (ii) the Securities Act.

Shelf Registration.

(a)

Subject to SEC Guidance and Sections 2(c) and 6(l), or prior to each Filing Date, the Company shall prepare and file with the SEC a Registration

Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement

for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be filed with the SEC by the

Filing Date. Any time requirements required by this Agreement shall be extended to the next Trading Day if the time falls on a weekend

or federal holiday. Each Registration Statement filed hereunder shall be on Form S-1 or such other form available to register for resale

the Registrable Securities as a secondary offering and shall contain (unless otherwise directed by at least 50.1% in interest of the

Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling

Stockholder” section attached hereto as Annex B; provided, however, that unless required by SEC Guidance,

no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent in

which event the Company shall be under no obligations to such Holder under this Agreement. Subject to the terms of this Agreement, the

Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without

limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof and

by the applicable Effectiveness Date, and shall use its commercially reasonable efforts to cause the Registration Statement to be declared

effective by the SEC and thereafter to keep such Registration Statement continuously effective under the Securities Act until the date

that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii)

may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance

with the current public information requirement under Rule 144, and the conditions of Rule 144(i)(2) have been met, as determined by

the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the

affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration

Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail

of the effectiveness of a Registration Statement by the next Trading Day that the Company telephonically confirms effectiveness with

the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 4:30 p.m. Eastern

Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by

Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final

Prospectus as foresaid shall be subject to Section 2(d).

(b)

Notwithstanding the registration

obligations set forth in Section 2(a), if the SEC staff informs the Company that all of the Registrable Securities cannot, as a result

of the application of any SEC Guidance including Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments

to the Initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered

by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided,

however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC

for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, Compliance and

Disclosure Interpretation 612.09.

(c)

Notwithstanding any other provision of this Agreement,

if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular

Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all

or a greater portion of Registrable Securities), the number of Registrable Securities and other securities to be registered on such Registration

Statement will be reduced or eliminated as necessary to comply with such SEC Guidance or other communications or requirements, as follows:

(1) First,

the Company shall reduce or eliminate the Warrant Shares;

(2) Second,

the Company shall reduce or eliminate the Conversion Shares; and

(3) Third,

the Company shall reduce or eliminate the Prior Securities.

the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the calculations

as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing,

the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided

to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available

to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

(d)

Subject to Sections 3(m) and (n), if: (i) the Initial

Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording

the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequent withdraws

the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Date), or

(ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated

by the SEC pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever

is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review,

or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond

in writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments

by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective (which time

period shall be extended to the earliest reasonably practicable date if the Company is required to include new or updated financial statements

in such amendment), or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective

by the SEC by the Effectiveness Date of the Initial Registration Statement or (v) after the effective date of a Registration Statement,

such Registration Statement ceases for any reason within the Company’s reasonable control to remain continuously effective as to

all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus

therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen

(15) calendar days (which need not be consecutive calendar days) during any 365-day period in excess of the Allowable Grace Period (any

such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which

such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of

clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10)

or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition

to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of

each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company

shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied

by the aggregate Purchase Price paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated

damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of

18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date

such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated

damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event;

provided, however, that the time period in which action is required on the part of the Company hereunder shall be extended, and

the liquidated damages shall not apply, as and to the extent that any such non-compliance with any timing requirements set forth herein

is the result of a Force Majure. “Force Majure” shall mean strikes, labor disputes,

freight embargoes, interruption or failure in the Internet, telephone or other telecommunications service or related equipment, material

interruption in the mail service or other means of communication within the United States, if either party shall have sustained a material

or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or

not such loss shall have been insured, acts of God, outbreak or material escalation of hostilities or civil disturbances, national emergency

or war (whether or not declared), or other calamity or crises including a terrorist act or acts affecting the United States, future

laws, rules, regulations or acts of any governmental authority (including any lockdowns or orders arising from any pandemic),

or any cause beyond the reasonable control of either party. Notwithstanding anything herein to the contrary, in no event shall

the liquidated damages provided for herein and in any other Transaction Document with respect to a Purchaser exceed 10% of such Purchaser’s

aggregate Purchase Price paid for its Securities.

Registration Procedures. In connection with the Company’s registration obligations hereunder:

(a)

Each Holder agrees to furnish to the Company a completed

questionnaire in the form attached to this Agreement as Annex C (a “Selling Stockholder Questionnaire”) on a date

that is not less than two Trading Days prior to the Filing Date or by the end of the fourth Trading Day following the date on which such

Holder receives draft materials in accordance with this Section.

(b)

The Company shall prepare and file with the SEC such

amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be

necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period

and prepare and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all

of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement

(subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly

as reasonably practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and

provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the SEC relating

to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute

material non-public information regarding the Company or any of its Subsidiaries), and (iv) undertake reasonable efforts to comply in

all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all

Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement)

with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus

as so supplemented.

(c)

If during the Effectiveness Period, the number of Registrable

Securities at any time exceeds 100% of the number of shares constituting Registrable Securities then registered in a Registration Statement,

file, as soon as reasonably practicable, an additional Registration Statement covering the resale by the Holders of not less than the

number of such Registrable Securities, subject to SEC Guidance and the provisions of this Agreement.

(d)

The Company shall notify the Holders of Registrable

Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend

the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible and (if requested by any such

Person) confirm such notice in writing no later than three Trading Days following the day (i) with respect to a Registration Statement

or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental

authority for amendments or supplements to a Registration Statement or Prospectus or for additional information related to the applicable

Holder, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness

of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Actions for that purpose, (iv)

of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification

of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Action for such purpose, (v)

of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible

for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated

therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents

so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a

material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light

of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development

with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in

the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however,

in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company

or any of its Subsidiaries.

(e)

The Company shall use its commercially reasonable efforts

to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration

Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale

in any jurisdiction, at the earliest practicable moment.

(f)

The Company shall furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment

thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to

the extent reasonably requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished

or incorporated by reference) promptly after the filing of such documents with the SEC; provided, that any such item which

is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

(g)

Subject to the terms of this Agreement, the Company

hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with

the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after

the giving of any notice pursuant to Section 3 (d).

(h)

From time to time as reasonably requested by a Holder, the Company shall use its commercially reasonable efforts to make such filings

under the securities or blue sky laws of such states or commonwealths as the Investor may reasonably request to enable the Investors

to consummate the sale of the Registrable Securities, provided that the Company shall not be required to (i) qualify generally

to do business in any jurisdiction where it is not then so qualified, (ii) become subject to any material tax in any such jurisdiction

where it is not then so subject, (iii) file a general consent to service of process in any such jurisdiction, or (iv) register

or qualify the Registrable Securities in any state or jurisdiction which applies merit review.

(i)

If requested by a Holder, the Company shall cooperate

with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered

to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement,

of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any

such Holder may request.

(j)

The Company shall use commercially reasonable efforts,

upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into

account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure

of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to

the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document

so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section

3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall

suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may

be resumed as promptly as is reasonably practicable.

(k)

The Company shall otherwise use commercially reasonable

efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without

limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC

pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period,

the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus

in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate

the registration of the Registrable Securities hereunder.

(l)

The Company may require each selling Holder to furnish

to the Company a certified written statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required

by the SEC, the natural persons thereof that have voting and dispositive control over the shares.

(m)

Notwithstanding anything to the contrary contained in this Agreement (but subject to the last sentence of this Section 3(m)), at any

time after the effective date of a particular Registration Statement, the Company may, upon written notice to the Holders, suspend the

Holders’ use of any prospectus that is a part of any Registration Statement (in which event the Holders shall discontinue sales

of the Registrable Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously

made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition

or other similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate such

a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or

other registration statement or (B) such transaction renders the Company unable to comply with SEC requirements, in each case under circumstances

that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by the Holders or to promptly

amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced

some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially

adversely affect the Company (each, an “Allowable Grace Period”); provided, however, that in no event

shall the Holders be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds 45

calendar days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Company

shall provide prompt notice, but in any event within one Trading Day of such disclosure or termination, to the Holders and shall promptly

terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable

Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(d) with respect to the information

giving rise thereto unless such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained

in this Section 3(m), the Company shall cause its transfer agent to deliver shares of Common Stock to a transferee of a Holder in accordance

with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company

has made a sale to the Holders and (ii) the Holders has entered into a contract for sale, and delivered a copy of the Prospectus included

as part of the particular Registration Statement to the extent applicable, in each case prior to the Holder’s receipt of the notice

of an Allowable Grace Period and for which the Holder has not yet settled. Any Allowable Grace Period shall not be subject to the liquidated

damages set forth in Section 2(d).

(n)

For all purposes of this Agreement, any time requirements

imposed upon the Company including with respect to filing, amending, supplementing and causing the effectiveness of Registration Statements

shall be deemed modified to the extent that the Company’s inability to comply with the financial statement requirements under SEC

Guidance after 45 days of a new fiscal year (the “Staleness Date”) until audited financial statements are filed for

the prior fiscal year but in no event later than the time permitted by Rule 12b-25 under the Exchange Act (the “Form 10-K Deadline”).

Any time between the Staleness Date and the Form 10-K Deadline (or such earlier date as the Company’s applicable Annual Report

on Form 10-K has been filed with the SEC) shall be disregarded and not calculated in determining if the Company has complied with its

obligations under this Agreement. Provided, further, that if the Staleness Date causes a delay in filing a Registration

Statement or updating a Prospectus an additional five Trading Days after a Form 10-K has been filed shall be added to any time period,

and the liquidated damages set forth in Section 2(d) shall not apply in any such event.

Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company

shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses

referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,

fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with

the SEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading,

and (C) in compliance with applicable state securities or blue sky laws reasonably agreed to by the Company in writing (including, without

limitation, fees and disbursements of counsel for the Company in connection with blue sky qualifications or exemptions of the Registrable

Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii)

fees and disbursements of counsel for the Company, and (iv) fees and expenses of all other Persons retained by the Company in connection

with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its

internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without

limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual

audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required

hereunder. In no event shall the Company be responsible for any broker or similar commissions, markdowns or discounts of any Holder or

any legal fees or other costs of the Holders.

Indemnification.

(a)

Indemnification by

the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify

and hold harmless each Holder, the officers, directors, members, partners, agents, and employees (and any other Persons with a functionally

equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person

who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,

directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person

holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent

permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,

reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to

(1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus

or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged

omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus

or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation

by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection

with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements

or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for

use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of

Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement,

such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for

this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such

Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus

is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated

in Section 6(b). The Company shall notify the Holders promptly of the institution, threat or assertion of any Action arising

from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain

in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer

of any Registrable Securities by any of the Holders in accordance with Section 6(f).

(b)

Indemnification by Holders.

Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees,

each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and

the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and

against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material

fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,

or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make

the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made)

not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished

in writing by such Holder to the Company for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only

to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or

the proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder for use in a Registration

Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment

or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds

(net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder

has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable

Securities included in the Registration Statement giving rise to such indemnification obligation.

(c)

Conduct of Indemnification Actions. If any Action

shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified

Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the

Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to

the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure

of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this

Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination

is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

Indemnified Party shall have the right to employ separate counsel in any such Action

and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the

expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses,

(2) the Indemnifying Party shall have failed promptly to assume the defense of such Action and

to employ counsel reasonably satisfactory to such Indemnified Party in any such Action, or (3)

the named parties to any such Action (including any impleaded parties) include both such Indemnified

Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest

is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified

Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,

the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one

separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of

any such Action effected without its written consent, which consent shall not be unreasonably

withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of

any pending Action in respect of which any Indemnified Party is a party, unless such settlement

includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Action.

Subject

to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to

the extent incurred in connection with investigating or preparing to defend such Action in a manner not inconsistent with this Section)

shall be paid to the Indemnified Party, as incurred, within 10 Trading Days of written notice thereof.

(d)

Contribution. If the

indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless

for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion

as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements

or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying

Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue

or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates

to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result

of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or

other fees or expenses incurred by such party in connection with any Action

to the extent such party would have been indemnified for such fees or expenses if the indemnification

provided for in this Section was available to such party in accordance with its terms.

The

parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata

allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately

preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the

dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the

amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission

or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The

indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have

to the Indemnified Parties.

Miscellaneous.

(a)

Remedies. In the event

of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as

the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of

damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that

monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions

of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall

not assert or shall waive the defense that a remedy at law would be adequate.

(b)

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from

the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue

disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)

by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will

use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company

agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities

hereunder shall be subject to the provisions of Section 2(d).

(c)

Amendments and Waivers. The provisions of this

Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures

from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of 50.1% or

more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable

upon exercise of any Security), provided that, if any amendment, modification or waiver disproportionately and adversely impacts a Holder

(or group of Holders), the consent of such disproportionately impacted Holder (or group of Holders) shall be required. If a Registration

Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous

sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and

each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement.

Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively

to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only

by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however,

that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first

sentence of this Section 6(c). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification

of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

(d)

Notices. Any and all notices or other communications

or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

(e)

Successors and Assigns. This Agreement shall

inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit

of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of

all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner

and to the Persons as permitted under Section 5.5 of the Purchase Agreement.

(f)

No Inconsistent Agreements. Neither the Company

nor any of its Subsidiaries has entered into, as of the date hereof, any agreement with respect to its securities, that would have the

effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(g)

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall

be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to

the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered

by facsimile transmission or by e-mail delivery of a .pdf” format data file, such signature shall create a valid and binding

obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile

or “.pdf’ signature page were an original thereof.

(h)

Governing Law; Exclusive Jurisdiction. This Warrant

shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Warrant shall be as provided in, the and the jurisdiction of all disputes arising under this Warrant shall be

as provided in, the Purchase Agreement.

(i)

Cumulative Remedies. The remedies provided herein

are cumulative and not exclusive of any other remedies provided by law.

(j)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

(k)

Headings. The headings in this Agreement are

for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(l)

Prior Securities. Notwithstanding anything herein

to the contrary, and for the avoidance of doubt, the parties acknowledge and agree that any Registration Statement prepared and filed

pursuant to this Agreement may, subject to SEC Guidance, include the Prior Securities as may be determined in the discretion of the Company

to comply with existing registration rights and obligations with respect to the Prior Securities as in effect as of the date of this

Agreement, and any limitation or delay on the Company’s ability to perform its obligations under this Agreement as a result thereof,

including as a result of SEC Guidance, shall not constitute of breach of this Agreement as long as the Company undertakes good faith

and commercially reasonable efforts to adhere its obligations under this Agreement.

********************

(Signature

Pages Follow)

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

ZAPATA

QUANTUM, INC.

By:

________________________________

Name: Sumit Kapur

Title:

Chief Executive Officer

[SIGNATURE

PAGE OF HOLDERS FOLLOWS]

Signature Page to Registration Rights Agreement

[SIGNATURE

PAGE OF HOLDERS]

__________________________

By:

___________________

Name:

Date:

Schedule 6(1)

Annex

PLAN

OF DISTRIBUTION

Each

Selling Stockholder (the “Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest

may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange,

market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.

A Selling Stockholder may use any one or more of the following methods when selling securities:

• ordinary brokerage

transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in

which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal

to facilitate the transaction;

• purchases by a

broker-dealer as principal and resale by the broker-dealer for its account;

• an

exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated

transactions;

• settlement

of short sales;

• in transactions

through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per

security;

• through the writing

or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• a combination of

any such methods of sale; or

• any other method

permitted pursuant to applicable law.

The

Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,

as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers

engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)

in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or

markdown in compliance with FINRA IM-2440.

connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers

or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they

assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan

or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option

or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the

delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer

or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

A-1

The

Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”

within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers

or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts

under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,

directly or indirectly, with any person to distribute the securities.

The

Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company

has agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under

the Securities Act.

agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders

without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for

the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar

effect or all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of

similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable

state securities laws. In addition, in all states but New York, the resale securities covered hereby may not be sold unless they have

been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available

and is complied with.

Under

applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously

engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,

prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the

Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the

common stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders

and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including

by compliance with Rule 172 under the Securities Act).

Annex

A-2

Annex

SELLING

SHAREHOLDERS

The

common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to

the selling shareholders, upon exercise of the Warrants. For additional information regarding the issuances of the notes, see “The

Private Placements” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the

shares for resale from time to time. Except for the ownership of the notes and the shares of common stock, the selling shareholders have

not had any material relationship with us within the past three years.

The

table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by

each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder,

based on its ownership of the shares of common stock, notes and warrants, as of [ ], assuming exercise of warrants held by the selling

shareholders on that date, without regard to any limitations on exercises.

The

third column lists the shares of common stock being offered by this prospectus by the selling shareholders.

accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale

of the sum of (i) the number of shares of common stock issued to the selling shareholders as commitment shares, and (ii) the maximum

number of shares of common stock issuable upon exercise of the Warrants, determined as if the outstanding Warrants were exercised in

full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, subject to adjustment

as provided in the registration right agreement, without regard to any limitations on the exercise of the Warrants. The fourth column

assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

Under

the terms of the notes, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder,

together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%

of our then outstanding common stock following the exercise of the Warrants, excluding for purposes of such determination shares of common

stock issuable upon exercise of the Warrants which have not been converted. The number of shares in the second column does not reflect

this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name

of Selling Shareholder

Number

of shares of Common Stock Owned Prior to Offering

Maximum

Number of shares of Common Stock to be Sold

Pursuant

to this Prospectus

Number

of shares of Common Stock Owned After Offering

Annex

B-1

Annex

ZAPATA

QUANTUM, INC.

Selling

Stockholder Notice and Questionnaire

The

undersigned beneficial owner of common stock (the “Registrable Securities”) of Zapata Quantum, Inc., a Delaware corporation

(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the

“SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415

of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms

of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the

Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise

defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain

legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,

holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences

of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The

undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable

Securities owned by it in the Registration Statement.

Annex C-1

The

undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full

Legal Name of Selling Stockholder

(b) Full

Legal Name of Registered Holder (if not the same as (a) above) through which Registrable

Securities are held:

Legal Name of Natural Control Person (which means a natural person who directly or indirectly

alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

2. Address for

Notices to Selling Stockholder:

Telephone:

Fax:

Contact

Person:

3. Broker-Dealer

Status:

(a) Are

you a broker-dealer?

Yes

☐ No ☐

(b) If

“yes” to Section 3(a), did you receive your Registrable Securities as

compensation for investment banking services to the Company?

Yes

☐ No ☐

Note:

If “no” to Section 3(b), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration

Statement.

you an affiliate of a broker-dealer?

Yes

☐ No ☐

(d) If

you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable

Securities in the ordinary course of business, and at the time of the purchase of the Registrable

Securities to be resold, you had no agreements or understandings, directly or indirectly,

with any person to distribute the Registrable Securities?

Yes

☐ No ☐

Note:

If “no” to Section 3(d), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration

Statement.

Annex C-2

4. Beneficial Ownership

of Securities of the Company Owned by the Selling Stockholder.

Except

as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than

the securities issuable pursuant to the Purchase Agreement.

(a) Type

and Amount of other securities beneficially owned by the Selling Stockholder:

5. Relationships

with the Company:

Except

as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%

of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with

the Company (or its predecessors or affiliates) during the past three years.

State

any exceptions here:

______________________________________________________________

The

undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may

occur subsequent to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall

not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

The

undersigned represents and warrants to the Company that it is familiar with and understands Regulation M under the Securities Exchange

Act of 1934 and agrees to abide by the provisions of Regulation M during any time Regulation M applies to the undersigned via the Registrable

Securities. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items

1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements

thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment

of the Registration Statement and the related prospectus and any amendments or supplements thereto.

WITNESS WHEREOF the undersigned, by authority duly given, has caused this Selling Stockholder Notice and Questionnaire to be executed

and delivered either in person or by its duly authorized agent.

Date:

______________

Beneficial Owner: _______________________

By: ________________________

Name:

Title:

Annex C-3

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