Form 8-K

8-K — Banzai International, Inc.

Accession: 0001493152-26-037599

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001826011

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.3 (ex4-3.htm)

EX-4.4 (ex4-4.htm)

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8-K

8-K (Primary)

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2026-08-13

0001826011

BNZI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf115000.00Member

2026-08-13

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 13, 2026

Banzai

International, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39826

85-3118980

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

435

Ericksen Ave, Suite 250

Bainbridge

Island, Washington

98110

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (206) 414-1777

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written communications

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

☐

Soliciting material pursuant

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

☐

Pre-commencement communications

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

☐

Pre-commencement communications

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock, par value $0.0001 per share

PARA

The

Nasdaq Capital Market

Redeemable

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $115,000.00

PARAW

The

Nasdaq Capital Market

Indicate

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

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

Emerging

growth company ☐

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

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

Item

1.01. Entry into a Material Definitive Agreement.

Banzai

International, Inc. (the “Company”) previously reported that it entered into a securities purchase agreement (the

“Purchase Agreement”) on June 27, 2025, with an institutional investor (the “Buyer”) for the issuance

and sale in a private placement (the “Offering”) of senior secured convertible notes of the Company, of up to an aggregate

original principal amount of $11,000,000 which shall be convertible into shares of common stock, par value $0.0001, of the Company (the

“Common Stock”) (the shares of Common Stock issuable pursuant to the terms of the convertible notes, including, without

limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of

the Purchase Agreement. The Buyer purchased (i) an Initial Note in the aggregate original principal amount of $2,200,000 (the “Initial

Notes”) and (ii) a warrant to acquire up to 161,100 shares of Common Stock, as adjusted (the “Initial Buyer Warrants”)

(as exercised, collectively, the “Warrant Shares”). In connection with the Offering, the Company has also entered

into a letter agreement dated April 30, 2025 (the “Letter Agreement”) with Rodman & Renshaw LLC as the exclusive

financial advisor (the “Financial Advisor”) pursuant to which the Company has agreed to issue financial advisor warrants

to purchase up to an aggregate of 63,638 shares of Common Stock, as adjusted (the “Financial Advisor Warrants”, together

with the Buyer Warrants, the “Warrants”). The Offering closed on June 30, 2025 (the “Initial Closing Date”

or “Initial Closing”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to

such terms in the Purchase Agreement.

August 19, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “August Closing”).

The Company issued an additional note in the original principal amount of $2,200,000, with a current conversion price equal to $2.75

per share, as adjusted, and an issuance date of August 19, 2025 (the “August Note”), and additional warrants to purchase

up to 160,001 shares of Common Stock, as adjusted, at a current exercise price equal to $2.75 per share, as adjusted (the “August

Warrants”), in the August Closing. The August Note matures on August 19, 2026. Other than the maturity date and the conversion

and exercise price of the August Note and August Warrants, respectively, the August Note and August Warrants have the same terms as those

issued on the Initial Closing Date.

October 8, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “October Closing”).

The Company issued an additional note in the original principal amount of $2,500,000, with a current conversion price equal to $2.75

per share, as adjusted, and issuance date of October 8, 2025 (the “October Note”), and additional warrants to purchase

up to 181,819 shares of Common Stock, as adjusted, at a current exercise price equal to $2.75 per share, as adjusted (the “October

Warrants”), in the October Closing. The October Note matures on October 8, 2026. Other than the maturity date and the conversion

and exercise price of the October Note and October Warrants, respectively, the October Note and October Warrants have the same terms

as those issued on the August Closing and the Initial Closing Date.

February 13, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “February Closing”).

The Company issued an additional note in the original principal amount of $2,333,333.33, with an initial conversion price equal to $2.75

per share and issuance date of February 13, 2026 (the “February Note”, together with the October Note, the August

Note, and the Initial Note, are collectively referred to herein as the “Notes”), and additional warrants to purchase

up to 169,689 shares of Common Stock, at an initial exercise price equal to $2.75 per share (the “February Warrants”),

in the February Closing. The February Note matures on February 13, 2027. Other than the maturity date and the conversion and exercise

price of the February Note and February Warrants, respectively, the February Note and February Warrants have the same terms as those

issued on the October Closing, the August Closing, and the Initial Closing Date.

August 12, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “August 2026 Closing”).

The Company issued an additional note in the original principal amount of $1,099,989.00, with an initial conversion price equal to $1.96

per share and issuance date of August 12, 2026 (the “August 2026 Note”, together with the February Note, October Note,

the August Note, and the Initial Note, are collectively referred to herein as the “Notes”), and additional warrants

to purchase up to 112,531 shares of Common Stock, at an initial exercise price equal to $1.96 per share (the “August 2026 Warrants”,

together with the February Warrants, October Warrants, the August Warrants, and the Initial Buyer Warrants, are collectively referred

to herein as the “Buyer Warrants”), in the August 2026 Closing. The August 2026 Note matures on August 12, 2027. Other

than the maturity date and the conversion and exercise price of the August 2026 Note and August 2026 Warrants, respectively, the August

2026 Note and August 2026 Warrants have the same terms as those issued on the February Closing, the October Closing, the August Closing,

and the Initial Closing Date.

The

August 2026 Note was issued with an original issue discount of 10.0% (the “OID”), as were the other Notes issued in

the February Closing, the October Closing, the August Closing, and the Initial Closing Date and accrue interest at a rate of 10.0% per

annum. The Notes mature 12 months from the date of issuance (the “Maturity Date”), unless extended pursuant to the

terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common

Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the “Conversion Rate”). At no

time may the Buyer hold more than 4.99% (or up to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common

Stock. The conversion price of the August 2026 Note is subject to a floor price of $0.35.

addition, if an Event of Default (as defined in the Notes) has occurred under the Notes, the Buyer may elect convert (each, an “Alternate

Conversion”, and the date of such Alternate Conversion, each, an “Alternate Conversion Date”) all, or any

part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion

Amount”) into shares of Common Stock at a conversion rate equal to the quotient of (x) the product of (A) the Redemption Premium

and (B) the Alternate Conversion Amount, divided by (y) the Alternate Conversion Price (the “Alternate Conversion Rate”).

Upon the occurrence of an Event of Default, the Company is required to deliver written notice to the Buyer within one (1) business day

(an “Event of Default Notice”). At any time after the earlier of (a) the Buyer’s receipt of an Event of Default

Notice, and (b) the Buyer becoming aware of an Event of Default, the Buyer may require the Company to redeem all or any portion of the

Notes at a 15% premium. Beginning the earlier to occur of (x) the Effective Date (as defined in the Registration Rights Agreement) of

the initial Registration Statement filed pursuant to the Registration Rights Agreement and (y) August 1, 2025, and thereafter, the first

Trading Day of the calendar month immediately following (each an “Installment Date”) until the Maturity Date, the

Company shall repay the Buyer $183,333.33 towards the principal balance of the Notes, plus any then-accrued and unpaid interest in cash

or, provided certain conditions are satisfied, shares of Common Stock, at the Company’s option (collectively, the “Installment

Amount”). In connection with a “Change of Control”, the Buyer shall have the right to require the Company to redeem

part or all of the Notes outstanding in cash, at the highest calculation of the Change of Control Redemption Price, each of which is

outlined in their entirety within the Notes.

The

Leak-Out Agreement that the Buyer entered in the Initial Closing remains effective. That agreement governs the sale of Company shares

until the earlier to occur of (i) such date as the Buyer no longer holds any Notes, (ii) the date of any Redemption Notice (as defined

in the Notes) of any Notes then outstanding, (iii) such date upon which any breach by the Company of any term of the Purchase Agreement

occurs, regardless of whether such breach is subsequently cured and (iv) such date any Event of Default (as defined in the Notes) occurs,

regardless of whether such Event of Default is subsequently cured (such period, the “Restricted Period”), with sale

limitations tied to the Company’s daily trading volume, as detailed in the Leak-Out Agreement.

The

August 2026 Warrants are to purchase up to 112,531 shares of Common Stock, at an exercise price of $1.96 per share. The Buyer Warrants

are exercisable immediately upon issuance and have a term of exercise equal to three years from the date of issuance.

holder of the Buyer Warrants may not exercise any portion of such holder’s Warrants to the extent that the holder, together with

its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding

shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company,

the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately

after giving effect to the exercise. In the event of a Change of Control, holders of the Warrants will have the right to receive the

Black Scholes Value of their Warrants calculated pursuant to a formula set forth in the Warrants, payable in cash.

All

of the shares of Common Stock underlying the August 2026 Note and the August 2026 Warrants are registered in the registration statement

on Form S-1 (File No. 333-296516). Accordingly, the initial net proceeds to the Company from the August 2026 Closing were approximately

$1,000,000, after deducting financial advisory fees and estimated offering expenses payable by the Company. The Company intends to use

the net proceeds received from the August 2026 Closing for general corporate purposes and working capital.

Rodman

& Renshaw LLC (“Rodman”) acted as the Company’s exclusive financial advisor in connection with the August

2026 Closing, pursuant to that certain Letter Agreement, dated as of April 30, 2025, as amended, between the Company and Rodman. Pursuant

to the Letter Agreement, the Company paid Rodman (i) a total cash fee equal to 7% of the aggregate gross proceeds of the August 2026

Closing (inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants issued in the August 2026 Closing) and

(ii) a management fee of 1.0% of the aggregate gross proceeds of the August 2026 Closing (inclusive of the gross proceeds to be received

from the exercise of any Buyer Warrants issued in the August 2026 Closing). In addition, the Company issued to Rodman or its designees

the Financial Advisor Warrants to purchase up to an aggregate of 63,062 shares of Common Stock at an exercise price equal to $2.45 per

share, which represents 125% of the Offering price of the August 2026 Closing. The Financial Advisor Warrants have substantially the

same terms as the August 2026 Warrants issued in the August 2026 Closing, are exercisable immediately upon issuance and have a term of

exercise equal to five (5) years from the date of issuance.

Pursuant

to the Purchase Agreement, the Company agreed not to issue any Notes (other than to the Buyers as contemplated hereby) without the prior

written consent of the Required Holders (as defined in the Purchase Agreement), issue any other securities that would cause a breach

or default under the Notes or the Warrants, or to file any other registration statement with the SEC (in each case, subject to certain

exceptions) until after the effective date of the Registration Statement. The Company has also agreed not to effect any Variable Rate

Transaction (as defined in the Purchase Agreement), other than a Permitted ATM (as defined in the Purchase Agreement) until the later

of (x) the 180th calendar day after the August 2026 Closing (the “August 2026 Expiration Date”) and (y) such date

as no Notes remain outstanding.

Unless

otherwise noted herein, all of the terms of the previous closings apply to the August 2026 Closing.

The

Letter Agreement and Purchase Agreement contain customary representations and warranties and agreements and obligations, conditions to

closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Notes, the Warrants,

the Registration Rights Agreement, and the Leak-Out Agreement do not purport to be complete and are qualified in their entirety by the

full text of the form of the Purchase Agreement, the Notes, the Warrant, form of the Registration Rights Agreement, and Leak-Out Agreement

which are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3 respectively.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

4.1

Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 3, 2025)

4.2

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on July 3, 2025)

4.3

Form of August 2026 Note (Filed Herewith)

4.4

Form of August 2026 Warrant (Filed Herewith)

10.1

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2025)

10.2

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 3, 2025)

10.3

Form of Leak-Out Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 3, 2025)

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

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.

Dated:

August 13, 2026

BANZAI INTERNATIONAL, INC.

By:

/s/ Joseph

Davy

Joseph Davy

Chief Executive Officer

EX-4.3

Filename: ex4-3.htm · Sequence: 2

Exhibit 4.3

EXECUTION VERSION

NEITHER

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

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. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE,

INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE

UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.

THIS

NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), JOSEPH DAVY,

A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE

HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). JOSEPH DAVY MAY BE REACHED AT TELEPHONE

NUMBER (206) 414 - 1777.

Banzai

International, Inc.

Senior

Secured Convertible Note

Issuance

Date: August 12, 2026

Original

Principal Amount: U.S.

$1,099,989.00

FOR

VALUE RECEIVED, Banzai International, Inc., a Delaware corporation (the “Company”), hereby promises to pay to

the order of [ ] or its registered assigns (“Holder”) the amount set forth above as the Original Principal

Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”)

when due, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date

(each as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay

interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date

set forth above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the

Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion,

redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all

Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue

of Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement, dated as of June 27, 2025 (the “Subscription

Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time

to time (collectively, the “Notes”, and such other Senior Secured Convertible Notes, the “Other Notes”).

Certain capitalized terms used herein are defined in Section 33.

1. PAYMENTS

OF PRINCIPAL. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount due on such

Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excluding

any amounts paid in shares of Common Stock on the Maturity Date in accordance with Section 8) representing all outstanding Principal,

Make-Whole Amount, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 26(c)) on such Principal, Make-Whole

Amount and Interest. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal,

Make-Whole Amount, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal, Make-Whole Amount and Interest, if any.

2. INTEREST; INTEREST RATE.

(a) Interest

on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months

and shall be payable in arrears on each Interest Date and shall compound each calendar month and shall be payable in accordance with

the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section

8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date,

on such Interest Date in cash.

(b) Prior

to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion

of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption in accordance

with Section 13 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during the continuance

of any Event of Default, the Interest Rate in effect with respect to such determination shall automatically be increased to the Default

Rate. In the event that such Event of Default is subsequently cured (and no other Event of Default then exists, including, without limitation,

for the Company’s failure to pay such Interest at the Default Rate on the applicable Interest Date), the adjustment referred to

in the preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure; provided that

the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply

to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such

Event of Default.

CONVERSION OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable

shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 3.

(a) Conversion

Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall be entitled

to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid and non-assessable

shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction

of a share of Common Stock upon any conversion. If the 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. 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 (as defined

below)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(b) Conversion

Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined

by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

(i) “Conversion

Amount” means the sum of (A) the portion of the Principal of this Note to be converted, redeemed or otherwise with respect

to which this determination is being made, (B) accrued and unpaid Interest with respect to such Principal of this Note, (C) the Make-Whole

Amount, if any, (D) accrued and unpaid Late Charges with respect to such Principal of this Note, Make-Whole Amount and Interest, and

(E) any other unpaid amounts pursuant to the Transaction Documents, if any.

(ii) “Conversion

Price” means, as of any Conversion Date or other date of determination, $1.96, subject to adjustment as provided herein.

(i) Optional

Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),

the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such

date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (each, a “Conversion

Notice”) to the Company. If required by Section 3(c)(iii), within one (1) Trading Day following a conversion of this Note

as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company

(or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by

Section 20(b)). On the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment, in

the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether

such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement (each, an

“Acknowledgement”) 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 Conversion Notice in

accordance with the terms herein. On or before the first (1st) Trading Day following the date on which the Company has received a

Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the

settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such

Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is

participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program

(“FAST”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant

to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at

Custodian system or (2) if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver (via

reputable overnight courier) to the address as specified in the Conversion 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 conversion.

If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is

greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no

event later than one (1) Business Day after receipt of this Note and at its own expense, issue and deliver to the Holder (or its

designee) a new Note (in accordance with Section 20(d)) representing the outstanding Principal not converted. The Person or Persons

entitled to receive the shares of Common Stock (the “Conversion Shares”) issuable upon a conversion of this Note

shall be treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date; provided, that

the Holder shall be deemed to have waived any voting rights of any such Conversion Shares during the period commencing on such

Conversion Date, through, and including, such applicable Share Delivery Deadline (each, a “Conversion Period”),

as necessary, such that the aggregate voting rights of any shares of Common Stock (including such Conversion Shares) beneficially

owned by the Holder and/or any Attribution Parties, collectively, on any such date of determination shall not exceed the Maximum

Percentage (as defined below) as a result of any such conversion of this Note. In the event of a partial conversion of this Note

pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s)

as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note 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.

(ii) Company’s

Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share

Delivery Deadline, 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 shares of Common Stock to which the Holder is entitled and register such shares of Common

Stock 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 shares of Common Stock to which the Holder is entitled upon the

Holder’s conversion of this Note (as the case may be) or (II) if the Registration Statement covering the resale of the shares

of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not

available for the resale of such Unavailable Conversion 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 shares of Common Stock

electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which the Holder is

entitled pursuant to such conversion 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 “Conversion

Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the

Holder on each day after such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an

amount equal to 1% 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 Deadline 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 Conversion Date and ending on the

applicable Share Delivery Deadline and (2) the 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 portion of this Note that has not been converted pursuant to such

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 this Section 3(c)(ii) or otherwise. In addition to the

foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer Agent is not participating in FAST, 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 FAST, 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 conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below

or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline 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 conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection

with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other

remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of 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 shares of Common Stock to which the Holder is entitled upon the 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 the

Holder a certificate or certificates representing 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 shares of Common Stock to which the Holder is entitled upon the

Holder’s conversion 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 (x) such number of shares of Common Stock multiplied by (y) 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) (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 conversion of this Note as

required pursuant to the terms hereof.

(iii) Registration;

Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and

addresses of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered

Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company

and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes

(including, without limitation, the right to receive payments of Principal, Make-Whole Amount and Interest hereunder)

notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by

registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or

part of any Registered Note by the holder thereof, the Company shall record the information contained therein in the Register and

issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered

Note to the designated assignee or transferee pursuant to Section 20, provided that if the Company does not so record an assignment,

transfer or sale (as the case may be) of all or part of any Registered Note within two (2) Business Days of such a request, then the

Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding

anything to the contrary set forth in this Section 3, following conversion of any portion of this Note in accordance with the terms

hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount

represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion

thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may

be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the

Company shall maintain records showing the Principal, Make-Whole Amount, Interest and Late Charges converted and/or paid (as the

case may be) and the dates of such conversions, and/or payments (as the case may be) or shall use such other method, reasonably

satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company

does not update the Register to record such Principal, Make-Whole Amount, Interest and Late Charges converted and/or paid (as the

case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such

occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

(iv) Pro

Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for the

same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company,

subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount of such

holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for conversion on such

date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event of a

dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall

issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 25.

(d) Limitations

on Conversions. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right

to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void

and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other

Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the

shares of Common Stock outstanding immediately after giving effect to such conversion. 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 this Note 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, nonconverted portion of this Note beneficially

owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted

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

or warrants, including, without limitation, the 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(d). For purposes of this

Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining

the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the

Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s

most recent Annual Report on Form 10-K, Quarterly Report on Form 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 by the Company or the

Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share

Number”). 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(d), to exceed the Maximum Percentage, the Holder must

notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason

at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in

writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of

outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the

Company, including this Note, 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 this Note

results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum

Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of

shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the

Maximum Percentage (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. Upon delivery of a written notice to the Company, the

Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery

of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice;

provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (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 and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity,

the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage 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 1934 Act. No

prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this

paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and

implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) to the extent necessary to correct

this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership

limitation contained in this Section 3(d) or to make changes or supplements necessary or desirable to properly give effect to such

limitation. The limitation contained in this paragraph may not be amended, modified or waived and shall apply to a successor holder

of this Note.

(e) Right

of Alternate Conversion Upon an Event of Default.

(i)

General. Subject to Section 3(d), at any time during an Event of Default Redemption Right Period (as defined below) (regardless

of whether such Event of Default has been cured, or if the Company has delivered an Event of Default Redemption Notice to the Holder

or if the Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of

Default has occurred), the Holder may, at the Holder’s option, convert (each, an “Alternate Conversion”, and

the date of such Alternate Conversion, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount

(such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion Amount”) into

shares of Common Stock at a conversion rate equal to the quotient of (x) the product of (A) the Redemption Premium and (B) the Alternate

Conversion Amount, divided by (y) the Alternate Conversion Price (the “Alternate Conversion Rate”).

(ii) Mechanics

of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuant

to Section 3(c) at the Alternate Conversion Rate (for the avoidance of doubt, with “Alternate Conversion Price” replacing

“Conversion Price” for all purposes hereunder with respect to such Alternate Conversion and, with “Redemption Premium

of the Conversion Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above with

respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e) of this Note that

the Holder is electing to use the Alternate Conversion Price for such conversion; provided that in the event of the Conversion Floor

Price Condition, on the applicable Alternate Conversion Date the Company shall also deliver to the Holder the applicable Alternate Conversion

Floor Amount. Notwithstanding anything to the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers

shares of Common Stock representing the applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount may be

converted by the Holder into shares of Common Stock pursuant to Section 3(c) without regard to this Section 3(e). In the event of an

Alternate Conversion pursuant to this Section 3(e) of all, or any portion, of this Note, the Holder’s damages would be uncertain

and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability

of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 3(e), together

the Alternate Conversion Price used in such Alternate Conversion, as applicable, is intended by the parties to be, and shall be deemed,

a reasonable estimate of, the Holder’s actual loss of its investment opportunity and not as a penalty.

RIGHTS UPON EVENT OF DEFAULT.

(a) Event

of Default. Each of the following events shall constitute an “Event of Default” and each of the events in clauses

(ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:

(i) the

failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with the SEC on or prior

to the date that is five (5) days after the applicable Filing Deadline (as defined in the Registration Rights Agreement) or the failure

of the applicable Registration Statement to be declared effective by the SEC on or prior to the date that is five (5) days after the

applicable Effectiveness Deadline (as defined in the Registration Rights Agreement);

(ii) while

the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement,

the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop

order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as

defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms

of the Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) consecutive days or for more

than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Registration

Rights Agreement));

(iii) the

suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period

of five (5) consecutive Trading Days;

(iv) the

Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required

number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or exercise date (as the case may

be) or (B) notice, written or oral, to any holder of the Notes or Warrants, including, without limitation, by way of public announcement

or through any of its agents, at any time, of its intention not to comply, as required, with a request for conversion of any Notes into

shares of Common Stock that is requested in accordance with the provisions of the Notes, other than pursuant to Section 3(d), or a request

for exercise of any Warrants for shares of Common Stock in accordance with the provisions of the Warrants;

(v)

except to the extent the Company is in compliance with Section 12(b) below, at any time following the tenth (10th)

consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 12(a) below) is less than the sum of (A)

the number of shares of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of

this Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise), and (B) the number of shares of

Common Stock that the Holder would be entitled to receive upon exercise in full of the Holder’s Warrants (without

regard to any limitations on exercise set forth in the Warrants);

(vi) the

Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Make-Whole Amount, Interest, Late Charges

or other amounts when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure

to pay any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase Agreement)

or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and

thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure remains

uncured for a period of at least two (2) Trading Days;

(vii) the

Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder upon conversion

or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under the

Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement, unless

otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5) days;

(viii) the

occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $500,000 of Indebtedness

(as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries, other than with respect to any Other Notes;

(ix) bankruptcy,

insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against

the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within

thirty (30) days of their initiation;

(x)

the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign

bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or

insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any

Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,

reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the

filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law,

or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,

liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of

its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the

occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its

debts generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance of any

such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar

action under federal, state or foreign law;

(xi) the

entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary

or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar

law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or

approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of

the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar

document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any

Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance

of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed

and in effect for a period of thirty (30) consecutive days;

(xii) a

final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Company and/or any of

its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed

pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which

is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth

above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement

shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company

or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance

of such judgment;

(xiii)

the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace

period, any payment with respect to any Indebtedness in excess of $500,000 due to any third party (other than, with respect to unsecured

Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings

and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach

or violation of any agreement for monies owed or owing in an amount in excess of $500,000, which breach or violation permits the other

party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or

event that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement

binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the

business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects

of the Company or any of its Subsidiaries, individually or in the aggregate;

(xiv) other

than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation or warranty,

in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be

breached in any respect) or any covenant or other term or condition of any Transaction Document, except, in the case of a breach of a

covenant or other term or condition that is curable, only if such breach remains uncured for a period of two (2) consecutive Trading

Days;

(xv) a

false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity Conditions

are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;

(xvi) any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15 of this Note;

(xvii) any

Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;

(xviii) any

provision of any Transaction Document (including, without limitation, the Security Documents and the Guaranties) shall at any time for

any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties thereto,

or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company

or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability

thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under

any Transaction Document (including, without limitation, the Security Documents and the Guaranties);

(xix) any

Security Document shall for any reason fail or cease to create a separate valid and perfected and, except to the extent permitted by

the terms hereof or thereof, first priority Lien (as defined in the Securities Purchase Agreement) on the Collateral (as defined in the

Security Documents) in favor of the Collateral Agent (as defined in the Securities Purchase Agreement) or any material provision of any

Security Document shall at any time for any reason cease to be valid and binding on or enforceable against the Company or the validity

or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any governmental

authority having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof;

(xx)

any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor

dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive

days, the cessation or substantial curtailment of revenue producing activities at any facility of the Company or any

Subsidiary, if any such event or circumstance could have a Material Adverse Effect;

(xxi) any

Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes; or

(xxii)

the failure of the Company to effect the issuance and sale of at least$ 1 million in gross proceeds of any Subsequent

Placement (as defined in the Securities Purchase Agreement), including any ATM Sale (including any Permitted ATM (as defined in the

Securities Purchase Agreement)), in any consecutive twenty (20) Trading Day period (less the net proceeds of any Subsequent

Placement during such measuring period); provided, that, the Company shall not sell Common Stock pursuant to any ATM Sale in excess

of 20% of the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any

Trading Day during such measuring period.

(b) Notice

of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other

Note, the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with

next day delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the

Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default (such earlier date, the

“Event of Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right

Expiration Date”, and each such period, an “Event of Default Redemption Right Period”) on the twentieth

(20th) Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of

an Event of Default Notice that includes (I) a reasonable description of the applicable Event of Default, (II) a certification as to

whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description

of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default

occurred and, if cured on or prior to the date of such Event of Default Notice, the applicable Event of Default Right Expiration

Date, the Holder may require the Company to redeem (regardless of whether such Event of Default has been cured on or prior to the

Event of Default Right Expiration Date) all or any portion of this Note by delivering written notice thereof (the “Event of

Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this

Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b)

shall be redeemed by the Company at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed

multiplied by (B) the Redemption Premium and (ii) the product of (X) the quotient of (a) the Conversion Amount to be redeemed

divided by (b) the Alternate Conversion Price then in effect at such time as the Holder delivers an Event of Default Redemption

Notice multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the greatest Closing Sale Price of the

Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of Default and ending on

the date the Company makes the entire payment required to be made under this Section 4(b) (the “Event of Default Redemption

Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 13. To the

extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of

this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in

this Section 3(e), but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon)

is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may

be converted, in whole or in part, by the Holder into Common Stock pursuant to the terms of this Note. In the event of a partial

redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to

the applicable Installment Date(s) as set forth in the Event of Default Redemption Notice. In the event of the Company’s

redemption of any portion of this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to

estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a

suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is

intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment

opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies by the

Holder, and all other rights and remedies of the Holder shall be preserved.

Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion

that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date,

the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal, Make-Whole Amount, accrued

and unpaid Interest and accrued and unpaid Late Charges on such Principal, Make-Whole Amount and Interest, multiplied by (ii) the Redemption

Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by

the Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon

a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder, including

any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default

Redemption Price or any other Redemption Price, as applicable.

RIGHTS UPON FUNDAMENTAL TRANSACTION.

(a) Assumption.

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 Note and the other Transaction Documents in accordance with the provisions of this Section

5(a) 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 each holder of Notes in exchange for such Notes a security of the

Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including, without

limitation, having a principal amount and interest rate equal to the principal amounts then outstanding and the interest rates of

the Notes held by such holder, having similar conversion rights as the Notes and having similar ranking and security to the

Notes, and satisfactory to the Holder 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 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 Note 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 Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company

herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there

shall be issued upon conversion or redemption of this Note 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

Sections 6 and 17, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior

to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity

(including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental

Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the

conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may

elect, at its sole option, by delivery of written notice to the Company to waive this Section 5(a) to permit the Fundamental

Transaction without the assumption of this Note. The provisions of this Section 5 shall apply similarly and equally to successive

Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

(b) Notice

of a Change of Control; Redemption Right. No sooner than twenty( 20) Trading Days nor later than ten (10) Trading Days

prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public

announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier

to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s

receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not

delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days

after the later of (A) the date of consummation of such Change of Control or (B) the date of receipt of such Change of Control

Notice or (C) the date of the announcement of such Change of Control, the Holder may require the Company to redeem all or any

portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company,

which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this

Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to the greatest of

(i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the

product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion Amount being redeemed

multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the

period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control

and (2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control

Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of Control Redemption Premium

multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash

consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the

shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded

securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to

the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the

public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately

prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the

“Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with

the provisions of Section 13 and shall have priority to payments to stockholders in connection with such Change of Control. To the

extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of

this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in

this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon)

is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may

be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of

this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable

Installment Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption of any

portion of this Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the

parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute

investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to

be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a

penalty.

6. RIGHTS

UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) Purchase

Rights. In addition to any adjustments pursuant to Sections 7 or 17 below, if at any time the Company grants, issues or sells

any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or

substantially all of 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 conversion of this Note (without

taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the

Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to 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 the Holder’s right to participate in any such Purchase Right would result in the Holder and the other

Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to

the extent of the Maximum Percentage (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 (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be

extended by such number of days held in abeyance, if applicable) 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 Maximum Percentage, 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 (and, if such Purchase Right has an expiration date, maturity date or other

similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if

there had been no such limitation).

(b) Other

Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any 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 ensure

that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option (i) in addition

to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled

with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate

Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares

of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common

Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had

this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a

conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall

be in a form and substance satisfactory to the Holder. The provisions of this Section 6 shall apply similarly and equally to successive

Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Note.

7. RIGHTS UPON ISSUANCE OF OTHER SECURITIES.

(a) Adjustment

of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date the Company grants, issues

or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a) is deemed to have

granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or

held by or for the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been

granted, issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the

Conversion Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such

Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a

“Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall

be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation,

determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be

applicable:

(i) Issuance

of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options

and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon

conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the

terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued

and sold by the Company at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section

7(a)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such

Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received

or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise

of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise

pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable

(or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or

exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2)

the sum of all amounts paid or payable to the holder of such Option (or any other Person) with respect to any one share of Common Stock

upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible

Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration (including,

without limitation, consideration consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit

conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion

Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such

Options or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise

or exchange of such Convertible Securities.

(ii) Issuance

of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible

Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or

exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall

be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution

of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this

Section 7(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the

lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance

or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange

of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible

Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder

of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement

to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including,

without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the

holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price

shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities

or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of

any Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a),

except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.

(iii) Change

in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional

consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which

any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at

any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to

in Section 7(b) below), the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion

Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased or

decreased purchase price, additional consideration or increased or decreased conversion rate (as the case may be) at the time

initially granted, issued or sold. For purposes of this Section 7(a)(iii), if the terms of any Option or Convertible Security

(including, without limitation, any Option or Convertible Security that was outstanding as of the Subscription Date) are

increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and

the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of

the date of such increase or decrease. No adjustment pursuant to this Section 7(a) shall be made if such adjustment would result in

an increase of the Conversion Price then in effect.

(iv) Calculation

of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the

issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the

“Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary

Securities”), together comprising one integrated transaction (or one or more transactions if such issuances or sales or

deemed issuances or sales of securities of the Company either (A) have at least one investor or purchaser in common, (B) are

consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing), the aggregate

consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x)

the lowest price per share for which one share of Common Stock was issued (or was deemed to be issued pursuant to Section 7(a)(i) or

7(a)(ii) above, as applicable) in such integrated transaction solely with respect to such Primary Security, minus (y) with respect

to such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair market

value (as determined by the Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right,

if any, and (III) the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as

determined on a per share basis in accordance with this Section 7(a)(iv). If any shares of Common Stock, Options or Convertible

Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose

of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the

calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company

therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash,

the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such Common

Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be

the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the

amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for

each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible

Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving

entity, the amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or

Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the

fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common

Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly

traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten

(10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such

consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event

by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be

final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the

Company.

(v) Record

Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend

or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares

of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the

shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

or the date of the granting of such right of subscription or purchase (as the case may be).

(b) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 6, Section 17 or Section

7(a), if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination,

recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of

shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision

of Section 6, Section 17 or Section 7(a), if the Company at any time on or after the Subscription Date combines (by any stock split,

stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common

Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

Any adjustment pursuant to this Section 7(b) shall become effective immediately after the effective date of such subdivision or combination.

If any event requiring an adjustment under this Section 7(b) occurs during the period that a Conversion Price is calculated hereunder,

then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 7, if the

Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible

Securities (other than a Permitted ATM (as defined in the Securities Purchase Agreement)) (any such securities, “Variable

Price Securities”), after the Subscription Date that are issuable pursuant to such agreement or convertible into or

exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of

Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary

anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the

formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall

provide written notice thereof via electronic mail and overnight courier to the Holder on the date of such agreement and the

issuance of such Common Stock, Convertible Securities or Options. From and after the date the Company enters into such agreement or

issues any such Variable Price Securities, the Holder shall have the right, but not the obligation, in its sole discretion to

substitute the Variable Price for the Conversion Price upon conversion of this Note by designating in the Conversion Notice

delivered upon any conversion of this Note that solely for purposes of such conversion the Holder is relying on the Variable Price

rather than the Conversion Price then in effect. The Holder’s election to rely on a Variable Price for a particular conversion

of this Note shall not obligate the Holder to rely on a Variable Price for any future conversion of this Note. In addition, from and

after the date the Company enters into such agreement or issues any such Variable Price Securities, for purposes of calculating the

Installment Conversion Price as of any time of determination, the “Conversion Price” as used therein shall mean the

lower of (x) the Conversion Price as of such time of determination and (y) the Variable Price as of such time of determination.

(d) Stock

Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split,

stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination

Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than

the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b) above), then on the sixteenth (16th)

Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such sixteenth (16th)

Trading Day (after giving effect to the adjustment in Section 7(b) above) shall be reduced (but in no event increased) to the Event Market

Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the

Conversion Price hereunder, no adjustment shall be made.

(e) Other

Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,

or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions

of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation

rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine

and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that no such adjustment

pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section 7, provided further

that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the

Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized

standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and

expenses shall be borne by the Company.

(f) Calculations.

All calculations under this Section 7 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 issue or sale of Common Stock.

(g) 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 Note, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce the then

current Conversion Price of each of the Notes to any amount and for any period of time deemed appropriate by the board of directors of

the Company.

8. INSTALLMENT CONVERSION OR REDEMPTION.

(a) General.

On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the Holder of

this Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this Section 8

(a “Installment Conversion”); provided, however, that the Company may, at its option following

notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (a

“Installment Redemption”) or by any combination of an Installment Conversion and an Installment Redemption so

long as all of the outstanding applicable Installment Amount due on any Installment Date shall be converted and/or redeemed by the

Company on the applicable Installment Date, subject to the provisions of this Section 8. On or prior to the date which is the sixth

(6th) Trading Day prior to each Installment Date (each, an “Installment Notice Due Date”), the Company shall

deliver written notice (each, a “Installment Notice” and the date all of the holders receive such notice is

referred to as to the “Installment Notice Date”), to each holder of Notes and such Installment Notice shall (i)

either (A) confirm that the applicable Installment Amount of such holder’s Note shall be converted in whole pursuant to an

Installment Conversion or (B) (1) state that the Company elects to redeem for cash, or is required to redeem for cash in accordance

with the provisions of the Notes, in whole or in part, the applicable Installment Amount pursuant to an Installment Redemption and

(2) specify the portion of such Installment Amount which the Company elects or is required to redeem pursuant to an Installment

Redemption (such amount to be redeemed in cash, the “Installment Redemption Amount”) and the portion of the

applicable Installment Amount, if any, with respect to which the Company will, and is permitted to, effect an Installment Conversion

(such amount of the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is referred to herein

as the “Installment Conversion Amount”), which amounts when added together, must at least equal the entire

applicable Installment Amount and (ii) if the applicable Installment Amount is to be paid, in whole or in part, pursuant to an

Installment Conversion, certify that there is not then an Equity Conditions Failure as of the applicable Installment Notice Date.

Each Installment Notice shall be irrevocable. If the Company does not timely deliver an Installment Notice in accordance with this

Section 8 with respect to a particular Installment Date, then the Company shall be deemed to have delivered an irrevocable

Installment Notice confirming an Installment Conversion of the entire Installment Amount payable on such Installment Date and shall

be deemed to have certified that there is not then an Equity Conditions Failure in connection with such Installment Conversion.

Except as expressly provided in this Section 8(a), the Company shall convert and/or redeem the applicable Installment Amount

of this Note pursuant to this Section 8 and the corresponding Installment Amounts of the Other Notes pursuant to the corresponding

provisions of the Other Notes in the same ratio of the applicable Installment Amount being converted and/or redeemed hereunder. The

applicable Installment Conversion Amount (whether set forth in the applicable Installment Notice or by operation of this Section 8)

shall be converted in accordance with Section 8(b) and the applicable Installment Redemption Amount shall be redeemed in accordance

with Section 8(c).

(b) Mechanics

of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed to have delivered

an Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion in

accordance with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion Amount, if

any, shall be converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall, on

such Installment Date, (A) deliver to the Holder’s account with DTC such shares of Common Stock issued upon such conversion

(subject to the reduction contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this

Section 8(b)) and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable

Installment Conversion Floor Amount, provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on

such Installment Date and an Installment Conversion is not otherwise prohibited under any other provision of this Note. If the

Company confirmed (or is deemed to have confirmed by operation of Section 8(a)) the conversion of the applicable Installment

Conversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable Installment Notice Date (or

is deemed to have certified that the Equity Conditions in connection with any such conversion have been satisfied by operation of

Section 8(a)) but an Equity Conditions Failure occurred between the applicable Installment Notice Date and any time through the

applicable Installment Date (the “Interim Installment Period”), the Company shall provide the Holder a subsequent

notice to that effect. If there is an Equity Conditions Failure (which is not waived in writing by the Holder) during such Interim

Installment Period or an Installment Conversion is not otherwise permitted under any other provision of this Note, then, at the

option of the Holder designated in writing to the Company, the Holder may require the Company to do any one or more of the

following: (i) the Company shall redeem all or any part designated by the Holder of the unconverted Installment Conversion Amount

(such designated amount is referred to as the “Designated Redemption Amount”) and the Company shall pay to the

Holder within one (1) day of such Installment Date, by wire transfer of immediately available funds, an amount in cash equal to 125%

of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with respect to all or any part

designated by the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled to all the rights of a

holder of this Note with respect to such designated part of the Installment Conversion Amount; provided, however, the Conversion

Price for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted to equal the lesser of

(A) the Installment Conversion Price as in effect on the date on which the Holder voided the Installment Conversion and (B) the

Installment Conversion Price that would be in effect on the date on which the Holder delivers a Conversion Notice relating

thereto as if such date was an Installment Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd)

day following the applicable Installment Date by payment of such amount by such date, then the Holder shall have the rights set

forth in Section 13(a) as if the Company failed to pay the applicable Installment Redemption Price (as defined below) and all other

rights under this Note (including, without limitation, such failure constituting an Event of Default described in Section 4(a)(vi)).

Notwithstanding anything to the contrary in this Section 8(b), but subject to 3(d), until the Company delivers Common Stock

representing the Installment Conversion Amount to the Holder, the Installment Conversion Amount may be converted by the Holder into

Common Stock pursuant to Section 3. In the event that the Holder elects to convert the Installment Conversion Amount prior to the

applicable Installment Date as set forth in the immediately preceding sentence, the Installment Conversion Amount so converted shall

be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the applicable Conversion

Notice. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of any shares of

Common Stock in any Installment Conversion hereunder.

of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in part, in accordance

with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the applicable Installment

Date by wire transfer to the Holder of immediately available funds in an amount equal to 100% of the applicable Installment Redemption

Amount (the “Installment Redemption Price”). If the Company fails to redeem such Installment Redemption Amount on

such Installment Date by payment of the Installment Redemption Price, then, at the option of the Holder designated in writing to the

Company (any such designation shall be a “Conversion Notice” for purposes of this Note), the Holder may require the

Company to convert all or any part of the Installment Redemption Amount at the Installment Conversion Price (determined as of the date

of such designation as if such date were an Installment Date). Conversions required by this Section 8(c) shall be made in accordance

with the provisions of Section 3(c). Notwithstanding anything to the contrary in this Section 8(c), but subject to Section 3(d), until

the Installment Redemption Price (together with any Late Charges thereon) is paid in full, the Installment Redemption Amount (together

with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event

the Holder elects to convert all or any portion of the Installment Redemption Amount prior to the applicable Installment Date as set

forth in the immediately preceding sentence, the Installment Redemption Amount so converted shall be deducted from the Installment Amounts

relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. Redemptions required by this Section

8(c) shall be made in accordance with the provisions of Section 13.

(d) Deferred

Installment Amount. Notwithstanding any provision of this Section 8(d) to the contrary, the Holder may, at its option and in its

sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to the applicable

Installment Date electing to have the payment of all or any portion of an Installment Amount payable on such Installment Date

deferred (such amount deferred, the “Deferral Amount”, and such deferral, each a “Deferral”)

until any subsequent Installment Date selected by the Holder, in its sole discretion, in which case, the Deferral Amount

shall be added to, and become part of, such subsequent Installment Amount and such Deferral Amount shall continue to accrue Interest

hereunder. Any notice delivered by the Holder pursuant to this Section 8(d) shall set forth (i) the Deferral Amount and (ii) the

date that such Deferral Amount shall now be payable.

(e) Acceleration

of Installment Amounts. Notwithstanding any provision of this Section 8 to the contrary, but subject to Section 3(d), during the

period commencing on an Installment Date (a “Current Installment Date”) and ending on the Trading Day immediately

prior to the next Installment Date (each, an “Installment Period”), at the option of the Holder, at one or more times,

the Holder may convert up to three (3) other Installment Amount in additional to any amounts Deferred with respect to such Current Installment

Date (each, an “Acceleration”, and each such amount, an “Acceleration Amount”, and the Conversion

Date of any such Acceleration, each an “Acceleration Date”), in whole or in part, at the Acceleration Conversion Price

of such Acceleration Date in accordance with the conversion procedures set forth in Section 3 hereunder (with “Acceleration Conversion

Price” replacing “Conversion Price” for all purposes therein), mutatis mutandis; provided, that if a Conversion

Floor Price Condition exists with respect to such Acceleration Date, with each Acceleration the Company shall also deliver to the Holder

the Acceleration Floor Amount on each applicable Share Delivery Deadline with respect thereto.

(f) Reallocation

of Installment Amounts. Notwithstanding any provision of this Section 8 to the contrary, but subject to Section 3(d), at any time

with respect to the applicable Installment Amount subject to an Installment Conversion with respect to any given Current Installment

Date, the Holder may, at such Holder’s sole option, exercised by delivery of written notice to the Company (each, a “Reallocation

Notice”) reallocate (each, a “Reallocation”) all, or any part, of the Installment Amount with respect to

such Current Installment Date to another date during the applicable Installment Period (each, a “Reallocation Date”,

and such portion of the applicable Installment Amount reallocated to a given Reallocation Date, each a “Reallocation Amount”);

provided, that the sum of the remaining Installment Amount not subject to Reallocation and each Reallocation Amount with respect to each

Reallocation Date in such applicable Installment Period shall not exceed the Installment Amount with respect to such Current Installment

Date prior to such Reallocation. On each Reallocation Date, the Reallocation Amount with respect to such Reallocation Date shall automatically

convert into shares of Common Stock at a conversion price equal to the applicable Reallocation Conversion Price as if the Holder delivered

a Conversion Notice with a Share Delivery Deadline of such Reallocation Date (with “Reallocation Conversion Price” replacing

“Conversion Price” for all purposes therein) in accordance with the conversion procedures set forth in Section 3 hereunder,

mutatis mutandis; provided, that if a Conversion Floor Price Condition exists with respect to such Reallocation Date, the Company

shall also deliver to the Holder the Reallocation Floor Amount on each applicable Share Delivery Deadline with respect thereto.

9. REDEMPTIONS AT THE COMPANY’S ELECTION.

(a) Company

Optional Redemption. At any time the Company shall have the right to redeem all, but not less than all, of the Conversion

Amount then remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional

Redemption Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to

redemption pursuant to this Section 9(a) shall be redeemed by the Company in cash at a price (the “Company Optional

Redemption Price”) equal to the greater of (i) 115% of the Conversion Amount being redeemed as of the Company Optional

Redemption Date and (ii) the product of (1) the quotient of (A) the Conversion Amount being redeemed divided by (b) the Alternate

Conversion Price then in effect as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the

Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption

Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made

under this Section 9(a). The Company may exercise its right to require redemption under this Section 9(a) by delivering a written

notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of Notes (the

“Company Optional Redemption Notice” and the date all of the holders of Notes received such notice is referred to

as the “Company Optional Redemption Notice Date”). The Company may deliver only one Company Optional Redemption

Notice hereunder and such Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (x)

state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”)

which date shall not be less than twenty (20) Trading Days nor more than thirty (30) Trading Days following the Company Optional

Redemption Notice Date, and (y) state the aggregate Conversion Amount of the Notes which is being redeemed in such Company Optional

Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 9(a) (and analogous provisions under

the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary, at any time prior to the

date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in

part, by the Holder into shares of Common Stock pursuant to Section 3. All Conversion Amounts converted by the Holder after the

Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on

the Company Optional Redemption Date. Redemptions made pursuant to this Section 9(a) shall be made in accordance with Section 13. In

the event of the Company’s redemption of any portion of this Note under this Section 9(a), the Holder’s damages would be

uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of

the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this

Section 9(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its

investment opportunity and not as a penalty. For the avoidance of doubt, the Company shall have no right to effect a Company

Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the

Holder’s right to convert this Note in its discretion.

(b) Pro

Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 9(a) above,

then it must simultaneously take the same action with respect to all of the Other Notes.

10. SUBSEQUENT

PLACEMENT OPTIONAL REDEMPTION

(a) General.

At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of any ATM Sale or Permitted Restricted

Subsequent Placement (as defined in the Securities Purchase Agreement) (the “Holder Notice Date”) and (y) the time

of consummation of such ATM Sale and/or Permitted Restricted Subsequent Placement, as applicable (each, an “Eligible Subsequent

Placement”), the Holder shall have the right, in its sole discretion, to require that the Company redeem (each an “Subsequent

Placement Optional Redemption”) all, or any portion, of the Conversion Amount under this Note not in excess of (together with

any Subsequent Placement Optional Redemption Amount (as defined in the applicable other Note of the Holder) of any other Notes of the

Holder) the Holder’s Holder Pro Rata Amount of 30% of the gross proceeds of such Eligible Subsequent Placement (the “Eligible

Subsequent Placement Optional Redemption Amount”) by delivering written notice thereof (an “Subsequent Placement Optional

Redemption Notice”) to the Company. Notwithstanding the foregoing, if the Holder is participating in an Eligible Subsequent

Placement, upon the written request of the Holder, the Company shall apply all, or any part, as set forth in such written request, of

any amounts that would otherwise be payable to the Holder in such Subsequent Placement Optional Redemption, on a dollar-for-dollar basis,

against the purchase price of the securities to be purchased by the Holder in such Eligible Subsequent Placement. The Company shall notify

the Holder in writing no later than five (5) Trading Days after the occurrence of any Eligible Subsequent Placement, which notice shall

include (i) the sale price of each Eligible Subsequent Placement, (ii) the date of each Eligible Subsequent Placement and (iii) the aggregate

gross proceeds of each Eligible Subsequent Placement.

(b) Mechanics.

Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth in the applicable

Subsequent Placement Optional Redemption Notice, of the Conversion Amount of this Note (with a Subsequent Placement Optional Redemption

Price not in excess of such applicable Eligible Subsequent Placement Optional Redemption Amount) the Holder is electing to have redeemed

(the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent Placement Optional Redemption

(the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x) the fifth (5th) Business Day

after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the date of the consummation of such Eligible

Subsequent Placement. The portion of the Conversion Amount of this Note subject to redemption pursuant to this Section 10 shall be redeemed

by the Company in cash at a price equal to 115% of the Subsequent Placement Optional Redemption Amount being redeemed as of the Subsequent

Placement Optional Redemption Date (the “Subsequent Placement Optional Redemption Price”). In the event of a partial

redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the

applicable Installment Date(s) as set forth in such applicable Subsequent Placement Redemption Notice. Redemptions required by this Section

10 shall be made in accordance with the provisions of Section 13.

11. NONCIRCUMVENTION.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in

the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) 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 Note, and will at all times in good faith

carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this

Note. Without limiting the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the

Company (a) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Note above the

Conversion 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 nonassessable shares of Common Stock upon the conversion of this Note. Notwithstanding

anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted

to convert this Note in full for any reason (other than pursuant to restrictions set forth in Section 3(d) hereof), the Company

shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as

necessary to permit such conversion into shares of Common Stock.

12.

RESERVATION OF AUTHORIZED SHARES.

(a) Reservation.

So long as any Notes remain outstanding, the Company shall at all times reserve at least 250% of the number of shares of Common Stock

as shall from time to time be necessary to effect the conversion, including without limitation, Installment Conversions, Alternate Conversions

and Accelerations, of all of the Notes then outstanding (without regard to any limitations on conversions and assuming such Notes remain

outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”).

The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro

rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on the Applicable Closing

Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the

event that a holder shall sell or otherwise transfer any of such holder’s Notes, 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 Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held

by such holders.

(b)

Insufficient Authorized Shares. If, notwithstanding Section 12(a), and not in limitation thereof, at any time while any of the

Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy

its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal to the Required

Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase

the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount

for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the

occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure,

the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock.

In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to

solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to

recommend to the stockholders that they approve such proposal. In the event that the Company is prohibited from issuing shares of Common

Stock pursuant to the terms of this Note due to the failure by the Company to have sufficient shares of Common Stock available out of

the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized Failure

Shares”), in lieu of delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in exchange for the

redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum of (i)

the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading

Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure

Shares to the Company and ending on the date of such issuance and payment under this Section 12(a); and (ii) to the extent the Holder

purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorized

Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing

contained in Section 12(a) or this Section 12(b) shall limit any obligations of the Company under any provision of the Securities Purchase

Agreement.

13.

REDEMPTIONS.

(a)

Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business

Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change

of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price

to the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation

of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. The Company shall

deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver

the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The Company

shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement

Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the

Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing

to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under

such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment

obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note,

the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing

the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to

the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the

Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this

Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with

any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall

be null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in

accordance with Section 20(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be)

shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted

pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z)

the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion

effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption

Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid Price of the Common Stock during the period

beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including

the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 75% of the quotient of

(I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including

the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s

delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s

obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount

subject to such notice.

(b)

Redemption by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption

or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section

5(b) (each, an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day of

its receipt thereof, forward to the Holder by electronic mail a copy of such notice. If the Company receives a Redemption Notice and

one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is two (2) Business

Days prior to the Company’s receipt of the Holder’s applicable Redemption Notice and ending on and including the date which

is two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company is unable

to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during

such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder)

based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices

received by the Company during such seven (7) Business Day period.

14.

VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without

limitation, the Delaware General Corporation Law) and as expressly provided in this Note.

15.

COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:

(a)

Rank. All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other

Indebtedness of the Company and its Subsidiaries (other than Permitted Indebtedness secured by Permitted Liens and, prior to the occurrence

of an Event of Default, other Permitted Indebtedness (the payment of which is prohibited during an Event of Default in compliance with

Section 16(d) below)).

(b)

Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other

Notes and (ii) other Permitted Indebtedness).

(c)

Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets

(including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other

than Permitted Liens.

(d)

Restricted Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly

or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in

whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any

Indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness

or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment, as applicable,

is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is

continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred and

is continuing.

(e)

Restriction on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not,

directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock.

(f)

Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly

or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights

of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other

than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company

and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in

the ordinary course of business.

(g)

Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.

(h)

Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated

to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental

thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their

corporate structure or purpose.

(i)

Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,

its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and

in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its

business makes such qualification necessary.

(j)

Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,

all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary

wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which

it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(k)

Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary

or advisable to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or

any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

(l)

Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible

and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business

interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts

and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally

in accordance with sound business practice by companies in similar businesses similarly situated.

(m)

Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend

or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer

or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the

ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation

of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable

arm’s length transaction with a Person that is not an affiliate thereof.

(n)

Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority

in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase

Agreement and the Notes) or (ii) issue any other securities that would cause a breach or default under the Notes or the Warrants.

(o)

New Subsidiaries. Simultaneously with the acquisition or formation of each New Subsidiary, the Company shall cause such New Subsidiary

to execute, and deliver to each holder of Notes, all Security Documents (as defined in the Securities Purchase Agreement) and Guaranties

(as defined in the Securities Purchase Agreement) as requested by the Collateral Agent or the Required Holders, as applicable. The Company

shall also deliver to the Collateral Agent an opinion of counsel to such New Subsidiary that is reasonably satisfactory to the Collateral

Agent and the Required Holders covering such legal matters with respect to such New Subsidiary becoming a guarantor of the Company’s

obligations, executing and delivering the Security Document and the Guaranties and any other matters that the Collateral Agent or the

Required Holders may reasonably request. The Company shall deliver, or cause the applicable Subsidiary to deliver to the Collateral Agent,

each of the physical stock certificates of such New Subsidiary, along with undated stock powers for each such certificates, executed

in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral

Agent and the Required Holders that the security interest in such uncertificated securities has been transferred to and perfected by

the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Uniform Commercial Code or any other similar or local

or foreign law that may be applicable).

(p)

Change in Collateral; Collateral Records. The Company shall (i) give the Collateral Agent not less than thirty (30) days’

prior written notice of any change in the location of any Collateral (as defined in the Security Documents), other than to locations

set forth in the Perfection Certificate (as defined in the Securities Purchase Agreement) hereto and with respect to which the Collateral

Agent has filed financing statements and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in sufficient

detail, of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii)

execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent for the benefit of the Holder

and holders of the Other Notes from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral,

such written statements and schedules as the Collateral Agent or any Holder may reasonably require, designating, identifying or describing

the Collateral.

(q)

Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time

insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever

or whenever enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits

or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power

granted to the Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

(r)

Taxes. The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together

with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective

assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom

(except where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).

The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure

to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding

the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain

adequate reserves therefor in accordance with GAAP.

(s)

Independent Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing,

(y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at

any time the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent,

reputable investment bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has

occurred (the “Independent Investigator”). If the Independent Investigator determines that such breach of this Note

has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each

holder of a Note of such breach. In connection with such investigation, the Independent Investigator may, during normal business hours,

inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries and,

to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and

accountants (including the accountants’ work papers) and any books of account, records, reports and other papers not contractually

required of the Company to be confidential or secret, or subject to attorney- client or other evidentiary privilege, and the Independent

Investigator may make such copies and inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish

the Independent Investigator with such financial and operating data and other information with respect to the business and properties

of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss

the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company’s

officers, directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said

accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such

reasonable times, upon reasonable notice, and as often as may be reasonably requested.

16.

SECURITY. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including,

without limitation, the Security Agreement, the other Security Documents and the Guaranties).

17.

DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Sections 6(a) or 7, if the Company shall declare or make any

dividend or other distributions of its assets (or rights to acquire its assets) to any or all 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) (the “Distributions”),

then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon

complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and

assuming for such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately

prior to 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 Common Stock are to be determined for such Distributions (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 Maximum Percentage, then the Holder

shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (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 Maximum Percentage, 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).

18.

AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d) and this Section 18, which may not be amended, modified or waived by

the parties hereto, the prior written consent of the Holder shall be required for any change, waiver or amendment to this Note.

19.

TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred

by the Holder without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities Purchase Agreement.

20.

REISSUANCE OF THIS NOTE.

(a)

Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith

issue and deliver upon the order of the Holder a new Note (in accordance with Section 20(d)), registered as the Holder may request, representing

the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a

new Note (in accordance with Section 20(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and

any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion

or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on

the face of this Note.

(b)

Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,

destruction or mutilation of this Note (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 Note, the Company shall execute

and deliver to the Holder a new Note (in accordance with Section 20(d)) representing the outstanding Principal.

(c)

Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal

office of the Company, for a new Note or Notes (in accordance with Section 20(d) and in principal amounts of at least $1,000) representing

in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal

as is designated by the Holder at the time of such surrender.

(d)

Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note

(i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding

(or in the case of a new Note being issued pursuant to Section 20(a) or Section 20(c), the Principal designated by the Holder which,

when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal

remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated

on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as

this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal, Make-Whole Amount and Interest of this

Note, from the Issuance Date.

21.

REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative

and in addition to all other remedies available under this Note and any of 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 Holder’s right to pursue actual

and consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder

to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single

or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any

other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any

of the documents shall not be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity.

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, conversion 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 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 Note (including, without limitation, compliance with Section 7).

22. PAYMENT

OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note 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 Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the

Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, 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. The

Company expressly acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the

purchase price paid for this Note was less than the original Principal amount hereof.

23.

CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be

construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form

part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed

to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”

“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”

The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Note instead

of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this Note.

Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed

to such terms on the Initial Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

24.

FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the 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 such power, 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. Notwithstanding the foregoing, nothing contained in this Section 24 shall

permit any waiver of any provision of Section 3(d).

25.

DISPUTE RESOLUTION.

(a)

Submission to Dispute Resolution.

(i)

In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Installment Conversion Price,

an Acceleration Conversion Price, a Reallocation Conversion Price, an Alternate Conversion Price, a Black Scholes Consideration Value,

a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable Redemption Price (as the case may

be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the

case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Business Days after

the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder at any time after the Holder learned of the circumstances

giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price,

such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Acceleration Conversion Price, such Reallocation

Conversion Price, such Alternate Conversion Price, such Black Scholes Consideration Value, such VWAP or such fair market value, or the

arithmetic calculation of such Conversion Rate or such applicable Redemption Price (as the case may be), at any time after the second

(2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the

Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank

to resolve such dispute.

(ii)

The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 25 and (B) written documentation supporting its position with respect to such dispute, in each

case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the

Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being

understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute

Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and

hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such

dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to

such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder

or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written

documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii)

The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the

Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 25 constitutes an agreement to arbitrate between the Company and

the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules

(“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR §

7503(a) in order to compel compliance with this Section 25, (ii) a dispute relating to a Conversion Price includes, without

limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 7(a),

(B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale

or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an

agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance

occurred, (iii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected

investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly

authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such

investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply

such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents, (iv) the Holder

(and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 25 to any state

or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section

25 and (v) nothing in this Section 25 shall limit the Holder from obtaining any injunctive relief or other equitable remedies

(including, without limitation, with respect to any matters described in this Section 25).

26.

NOTICES; CURRENCY; PAYMENTS.

(a)

Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given

in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice

of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without

limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the

Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (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 Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock,

warrants, securities or other property to holders of shares of Common Stock or (C) 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.

(b) Currency.

All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing

under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S.

Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means,

in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as

published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is

calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period of

time).

(c)

Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly

set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account

of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing

(which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities

Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds

by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever

any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due

on the next succeeding day which is a Business Day. Any amount of Principal or other amounts due under the Transaction Documents which

is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount

at the rate of eighteen percent (18%) per annum from the date such amount was due until the same is paid in full (“Late Charge”).

27.

CANCELLATION. After all Principal, Make-Whole Amount, accrued Interest, Late Charges and other amounts at any time owed on this

Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and

shall not be reissued.

28.

WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and

all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities

Purchase Agreement.

29.

GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to

any provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any

jurisdictions other than the State of New York. Except as otherwise required by Section 25 above, the Company hereby irrevocably submits

to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably

waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained

herein (i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any

other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for

such obligations, or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed

to limit, any provision of Section 25. THE COMPANY 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 THIS NOTE OR ANY TRANSACTION CONTEMPLATED

HEREBY.

30.

JUDGMENT CURRENCY.

(a)

If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 30 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately

preceding:

(i)

the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii)

the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of

which such conversion is made pursuant to this Section 30(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b)

If in the case of any proceeding in the court of any jurisdiction referred to in Section 30(a)(ii) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment

Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(c)

Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Note.

31.

SEVERABILITY. If any provision of this Note 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 Note so long as this Note 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).

32.

MAXIMUM PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed

to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the

event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments

in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

33.

CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

(a)

“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(b)

“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(c)

“Acceleration Conversion Price” means, with respect to any given Acceleration Date, the lower of (i) the Installment

Conversion Price for such Current Installment Date related to such Acceleration Date and (ii) the greater of (x) the Floor Price and

(y) 90% of the lowest VWAP of the Common Stock for any Trading Day during the five (5) consecutive Trading Day period ending on, and

including, the Trading Day immediately prior to the applicable Acceleration Date and (II) solely respect to any Deferral Amount subject

to an Acceleration, the lowest Acceleration Conversion Price of any Installment Date in which such Deferral Amount has been Deferred

hereunder (each, a “Current Acceleration Conversion Price”), shall replace such Current Acceleration Conversion Price

for any Acceleration of such Deferral Amount hereunder. All such determinations to be appropriately adjusted for any stock split, stock

dividend, stock combination or other similar transaction during any such measuring period.

(d)

“Acceleration Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds

pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the

higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Acceleration Date

with respect to such Acceleration and (II) the applicable Acceleration Conversion Price of such Acceleration Date and (B) the difference

obtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share

Delivery Deadline with respect to such Acceleration from (II) the quotient obtained by dividing (x) the applicable Acceleration Amount

that the Holder has elected to be the subject of the applicable Acceleration, by (y) the applicable Acceleration Conversion Price of

such Acceleration Date without giving effect to clause (x) of such definition or clause (x) of the definition of the Installment Conversion

Price, as applicable.

(e)

“Adjusted Floor Price” means as determined on an Adjustment Date, the lower of (i) the Floor Price then in effect

and (ii) 20% of the lower of (x) the closing price of the Common Stock of the Principal Market (as reported by the Principal Market)

as of the Trading Day ended immediately prior to such applicable Adjustment Date and (y) the quotient of (I) the sum of each the closing

price of the Common Stock of the Principal Market (as reported by the Principal Market) on each Trading Day of the five (5) Trading Day

period ended on, and including, the Trading Day ended immediately prior to such applicable Adjustment Date, divided by (II) five (5).

All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction

during any such measuring period.

(f)

“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect

to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of shares of Common Stock (other than rights of the

type described in Section 6(a) hereof) that could result in a decrease in the net consideration received by the Company in connection

with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar

rights).

(g)

“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.

(h)

“Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall be the lowest

of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii)

the greater of (x) the Floor Price and (y) 85% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period

ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such

period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any

stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the

Common Stock during such Alternate Conversion Measuring Period.

(i)

“Alternate Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available

funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A)

the VWAP on the day the Holder delivers the applicable Conversion Notice and (B) the difference obtained by subtracting (I) the number

of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such

Alternate Conversion from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that the Holder has elected to be

the subject of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause

(x) of such definition.

(j)

“Applicable Closing Date” means the Closing Date (as defined in the Securities Purchase Agreement) that the Company

initially issued this Note pursuant to the terms of the Securities Purchase Agreement.

(k)

“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company

prior to or subsequent to the Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock

may be issued to any employee, officer or director for services provided to the Company in their capacity as such.

(l)

“ATM Sale” means any sales of Common Stock by the Company pursuant to any at-the-market offering, equity line of credit

or other similar transaction.

(m)

“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 1934 Act. For clarity, the purpose of

the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

(n)

“Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right

(as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading

Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option,

Convertible Security or Adjustment Right (as the case may be), (ii) a risk- free interest rate corresponding to the U.S. Treasury rate

for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date

of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected

volatility equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible

Security or Adjustment Right (as the case may be).

(o)

“Bloomberg” means Bloomberg, L.P.

(p)

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New

York 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 The City of New York

generally are open for use by customers on such day.

(q)

“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct

or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification

of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization

or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and,

directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the

authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity

or entities) after such reorganization, recapitalization or reclassification, (iii) pursuant to a migratory merger effected solely for

the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries, or (iv) any merger, acquisition

or other similar transaction in which holders of the Company’s voting power immediately prior to such merger, acquisition or other

similar transaction, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or

entities with the authority or voting power to elect the majority of the members of the board of directors (or their equivalent if other

than a corporation) of such entity or entities) immediately after such merger, acquisition or other similar transaction.

(r)

“Change of Control Redemption Premium” means 130%.

(s)

“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing

bid price and last closing trade price, respectively, 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 bid price or the closing trade price

(as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,

as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the

last closing bid price or last trade price, respectively, 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 do not apply, the last closing bid price or last trade

price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by

Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of

the bid prices, or the ask prices, respectively, 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 Bid Price or the Closing Sale Price cannot be

calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the

case may be) of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the

Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance

with the procedures in Section 25. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock

combinations, recapitalizations or other similar transactions during such period.

(t)

“Common Stock” means (i) the Company’s shares of class A 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.

(u)

“Conversion Floor Price Condition” means that the relevant Alternate Conversion Price, Acceleration Conversion Price

(including any Installment Conversion Price referred to therein), Reallocation Conversion Price or Installment Conversion Price, as applicable,

is being determined based on clause (x) of such definitions.

(v)

“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.

(w)

“Current Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns

any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part

of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

(x)

“Default Rate” means, with respect to any determination of the aggregate amount of outstanding accrued and unpaid

Interest hereunder, eighteen percent (18%) per annum.

(y)

“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global

Select Market or the Nasdaq Global Market.

(z)

“Equity Conditions” means, with respect to an given date of determination: (i) on each day during the period beginning

thirty calendar days prior to such applicable date of determination and ending on and including such applicable date of determination

either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective and the prospectus

contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common

Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common Stock to be issued in connection

with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed, as applicable, in the

event requiring this determination at the Alternate Conversion Price then in effect (without regard to any limitations on conversion

set forth herein)) (each, a “Required Minimum Securities Amount”), in each case, in accordance with the terms of the

Registration Rights Agreement and there shall not have been during such period any Grace Periods (as defined in the Registration Rights

Agreement) or (y) all Registrable Securities shall be eligible for sale pursuant to Rule 144 (as defined in the Securities Purchase Agreement)

without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on

conversion of the Notes, other issuance of securities with respect to the Notes and exercise of the Warrants) and no Current Public Information

Failure (as defined in the Registration Rights Agreement) exists or is continuing; (ii) on each day during the period beginning thirty

calendar days prior to the applicable date of determination and ending on and including the applicable date of determination (the “Equity

Conditions Measuring Period”), the Common Stock (including all Registrable Securities) is listed or designated for quotation

(as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of

not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company)

nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after

giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced

by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible

Market on which the Common Stock is then listed or designated for quotation (as applicable); (iii) during the Equity Conditions Measuring

Period, the Company shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth

in Section 3 hereof and all other shares of capital stock required to be delivered by the Company on a timely basis as set forth in the

other Transaction Documents; (iv) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable

upon conversion of the Conversion Amount being redeemed in the event requiring this determination) may be issued in full without violating

Section 3(d) hereof; (v) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon

conversion of the Conversion Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion

set forth herein)) may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock

is then listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public

announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated

or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (1) any Registration

Statement required to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein

to not be available for the resale of the applicable Required Minimum Securities Amount of Registrable Securities in accordance with

the terms of the Registration Rights Agreement or (2) any Registrable Securities to not be eligible for sale pursuant to Rule 144 without

the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion

of the Notes, other issuance of securities with respect to the Notes and exercise of the Warrants) and no Current Public Information

Failure exists or is continuing; (viii) the Holder shall not be in (and no other holder of Notes shall be in) possession of any material,

non-public information provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees,

officers, representatives, agents or the like; (ix) on each day during the Equity Conditions Measuring Period, the Company otherwise

shall have been in compliance with each, and shall not have breached any representation or warranty in any material respect (other than

representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant

or other term or condition of any Transaction Document, including, without limitation, the Company shall not have failed to timely make

any payment pursuant to any Transaction Document; (x) there shall not have occurred any Volume Failure or Price Failure as of such applicable

date of determination (and, with respect to any Additional Closing, no Volume Closing Failure shall exist); (xi) on the applicable date

of determination (A) no Authorized Share Failure shall exist or be continuing and the applicable Required Minimum Securities Amount of

shares of Common Stock are available under the certificate of incorporation of the Company and reserved by the Company to be issued pursuant

to the Notes and (B) all shares of Common Stock to be issued in connection with the event requiring this determination (or issuable upon

conversion of the Conversion Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion

set forth herein)) may be issued in full without resulting in an Authorized Share Failure; (xii) on each day during the Equity Conditions

Measuring Period, there shall not have occurred and there shall not exist an Event of Default or an event that with the passage of time

or giving of notice would constitute an Event of Default; (xiii) no bone fide dispute shall exist, by and between any of holder of Notes

or Warrants, the Company, the Principal Market (or such applicable Eligible Market in which the Common Stock of the Company is then principally

trading) and/or FINRA with respect to any term or provision of any Note or any other Transaction Document and (xiv) the shares of Common

Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and listed and eligible for

trading without restriction on an Eligible Market.

(aa)

“Equity Conditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior to the

applicable date of determination, the Equity Conditions have not been satisfied (or waived in writing by the Holder).

(bb)

“Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing

(x) the sum of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the

fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day

after such Stock Combination Event Date, divided by (y) five (5).

(cc)

“Excluded Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors,

officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan

(as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such

options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued

and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such

options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are

otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion

or exercise of Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved

Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such

Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered

by clause (i) above) is not lowered, none of such Convertible Securities or Options (other than standard options to purchase Common Stock

issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable

thereunder and none of the terms or conditions of any such Convertible Securities or Options (other than standard options to purchase

Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any

manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise

pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription

Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date), (iv) the shares of Common

Stock issuable upon exercise of the Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after

the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date), and

(v) shares of Common Stock issued or issuable pursuant to a Permitted ATM.

(dd)

“Floor Price” means $0.35 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and

similar events) provided that if on the six month anniversary of the Issuance Date (the “Adjustment Date”), the Floor

Price then in effect is higher than the Adjusted Floor Price with respect to the Adjustment Date, on the Adjustment Date the Floor Price

shall be automatically lowered to such applicable Adjusted Floor Price.

(ee)

“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 1934 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 in any transaction or series or related transactions, 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 1934 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 1934 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 Note 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 stockholders of the Company to surrender their shares of

Common Stock without approval of the stockholders 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.

(ff)

“GAAP” means United States generally accepted accounting principles, consistently applied.

(gg)

“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5

thereunder.

(hh)

“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this Note

on the Applicable Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the

initial purchasers pursuant to the Securities Purchase Agreement on the Applicable Closing Date.

(ii)

“Indebtedness” shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(jj)

“Initial Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date

the Company initially issued Notes pursuant to the terms of the Securities Purchase Agreement.

(kk)

“Installment Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date,

the lesser of (x) the quotient of (I) the Principal amount outstanding under this Note as of the initial Installment Date, divided

by (II) the number of Installment Dates occurring hereunder (as determined as of the initial Installment Date assuming no Deferrals,

Accelerations, redemptions or conversions hereunder prior to the Maturity Date) and (y) the Principal amount then outstanding under

this Note as of such Installment Date, and (ii) with respect to the Installment Date that is the Maturity Date, the Principal amount

then outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced pursuant

to the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section

8(d) and included in such Installment Amount in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section

8(e) and included in such Installment Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum

of any accrued and unpaid Interest as of such Installment Date under this Note, if any, the applicable Make-Whole Amount with

respect to such Installment Amount, if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment

Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro

rata portion of the each unpaid Installment Amount hereunder.

(ll)

“Installment Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available

funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A)

the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Installment

Date and (II) the applicable Installment Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of

Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Installment

Conversion from (II) the quotient obtained by dividing (x) such portion of the Conversion Amount that is to be converted into shares

of Common Stock in such applicable Installment Conversion, by (y) the applicable Installment Conversion Price without giving effect to

clause (x) of such definition.

(mm)

“Installment Conversion Price” means, with respect to a particular date of determination, the lower of (i) the

Conversion Price then in effect, and (ii) the greater of (x) the Floor Price and (y) 90% of the lowest VWAP of the Common

Stock of any Trading Day during the five (5) consecutive Trading Day period ending on, and including, the Trading Day immediately

prior to the applicable Installment Date.

(nn)

“Installment Date” means (i) October 1, 2026, (iii) thereafter, the first Trading Day of the calendar month immediately

following the previous Installment Date until the Maturity Date, and (iv) the Maturity Date.

(oo)

“Interest Date” means, with respect to any given calendar month, (x) if prior to the initial Installment Date or after

the Maturity Date, the first Trading Day of such calendar month or (y) if on or after the initial Installment Date, but on or prior to

the Maturity Date, such Installment Date, if any, in such calendar month.

(pp)

“Interest Rate” means ten percent (10%) per annum, as may be adjusted from time to time in accordance with Section

(qq)

“Investment” means any beneficial ownership (including stock, partnership or limited liability company interests)

of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the

assets of another Person or the purchase of any assets of another Person for greater than the fair market value of such assets.

(rr)

“Make-Whole Amount” means, as of any given date and as applicable, in connection with any conversion, redemption or

other repayment hereunder, an amount equal to the amount of additional Interest that would accrue under this Note at the Interest Rate

then in effect assuming for calculation purposes that the outstanding Principal of this Note as of the Applicable Closing Date remained

outstanding through and including the Maturity Date.

(ss)

“Maturity Date” shall mean August 12, 2027; provided, however, the Maturity Date may be extended at the option of the

Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing or any event shall have occurred

and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date

that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is

publicly announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to

convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder,

the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of this Note.

(tt)

“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date,

directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person

or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing,

collectively, “New Subsidiaries”.

(uu)

“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible

Securities.

(vv)

“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.

(ww)

“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set

forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date and (iii) Indebtedness secured

by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens; and (iv) Permitted Senior

Indebtedness.

(xx)

“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by

appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising

in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien

created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the

ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith

by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to

secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of

such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the

property so acquired and improvements thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness in

an aggregate amount not to exceed $500,000, (v) Liens incurred in connection with the extension, renewal or refinancing of the

Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement

Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended,

renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure

payments of custom duties in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in

circumstances not constituting an Event of Default under Section 4(a)(xii) and (viii) Liens with respect to Permitted Senior

Indebtedness.

(yy)

“Permitted Senior Indebtedness” means the Loan Agreement, dated February 19, 2021, between the Company and CP BF Lending,

LLC, with such amendments as in effect as of the Subscription Date, provided, however, that the aggregate outstanding principal

amount of such Indebtedness permitted hereunder does not at any time exceed $8,758,775.

(zz)

“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.

(aaa)

“Price Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading

Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed

$$0.50 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring

after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions during any such measuring period.

(bbb)

“Principal Market” means the Nasdaq Capital Market.

(ccc)

“Reallocation Conversion Price” means, with respect to a particular date of determination, the lower of (i) the

Conversion Price then in effect, and (ii) the lower of (I) the Installment Conversion Price for such applicable Installment Period,

and (II) the greater of (x) the Floor Price and (y) 90% of the lowest VWAP of the Common Stock of any Trading Day during the five

(5) Trading Day period ending on, and including, the Trading Day immediately prior to the applicable Reallocation Date. All such

determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction

during any such measuring period.

(ddd)

“Reallocation Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds

pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the

higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Reallocation Date

with respect to such Reallocation and (II) the applicable Reallocation Conversion Price of such Reallocation Date and (B) the difference

obtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share

Delivery Deadline with respect to such Reallocation from (II) the quotient obtained by dividing (x) the applicable Reallocation Amount

that the Holder has elected to be the subject of the applicable Reallocation, by (y) the applicable Reallocation Conversion Price of

such Reallocation Date without giving effect to clause (x) of such definition or clause (x) of the definition of the Installment Conversion

Price, as applicable.

(eee)

“Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Subsequent Placement Optional

Redemption Notices, the Installment Notices with respect to any Installment Redemption, Company Optional Redemption Notices, and the

Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”

(fff)

“Redemption Premium” means 115%.

(ggg)

“Redemption Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices,

the Subsequent Placement Optional Redemption Prices, the Installment Redemption Prices and the Company Optional Redemption Prices, and

each of the foregoing, individually, a “Redemption Price.”

(hhh)

“Registration Rights Agreement” means that certain registration rights agreement, dated as of the Initial Closing

Date, by and among the Company and the initial holders of the Notes relating to, among other things, the registration of the resale of

the Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes and exercise of the Warrants,

as may be amended from time to time.

(iii)

“SEC” means the United States Securities and Exchange Commission or the successor thereto.

(jjj)

“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription Date,

by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from

time to time.

(kkk)

“Security Agreement” shall have the meaning as set forth in the Securities Purchase Agreement.

(lll)

“Subscription Date” means June 27, 2025.

(mmm)

“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New

Subsidiaries, and each of the foregoing, individually, a “Subsidiary.”

(nnn)

“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(ooo)

“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.

(ppp)

“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 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 determinations relating to the Common Stock, any day on which The New York Stock

Exchange (or any successor thereto) is open for trading of securities.

(qqq)

“Volume Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume

(as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending

on the Trading Day immediately preceding such date of determination, is less than $300,000. Notwithstanding the foregoing, at any time,

and for any period of time, as applicable, the Holder may lower any dollar threshold specified in this definition to any lower dollar

threshold, in each case, as specified by the Holder in a written notice to the Company.

(rrr)

“Volume Closing Failure” means, with respect to a particular date of determination, the sum of (x) the aggregate daily

dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on each Trading Day during the five (5)

Trading Day period ending on the Trading Day immediately preceding such date of determination, divided by (y) five (5) is less than $300,000.

Notwithstanding the foregoing, at any time, and for any period of time, as applicable, the Holder may lower any dollar threshold specified

in this definition to any lower dollar threshold, in each case, as specified by the Holder in a written notice to the Company.

(sss)

“VWAP” means, for any security as of any date, the dollar volume- weighted average price for such security on the

Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities

exchange or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending

at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time)

or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the

electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York

time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours,

the average of the highest closing bid price and the lowest closing ask price of any of the 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 VWAP cannot be

calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market

value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value

of such security, then such dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall

be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during

such period.

(ttt)

“Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants

issued in exchange therefor or replacement thereof.

34.

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 Note, 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. Nothing

contained in this Section 34 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities

Purchase Agreement.

35. 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.

[signature

page follows]

WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.

BANZAI INTERNATIONAL, INC.

By:

Name:

Title:

Senior Convertible Note

- Signature Page

EXHIBIT

BANZAI

INTERNATIONAL, INC. CONVERSION NOTICE

Reference

is made to the Senior Convertible Note (the “Note”) issued to the undersigned by Banzai International, Inc., a Delaware

corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert

the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Class A Common Stock, $0.0001 par value per

share (the “Common Stock”), of the Company, as of the date specified below. Capitalized terms not defined herein shall

have the meaning as set forth in the Note.

Date of Conversion:

Aggregate Principal to be converted:

Aggregate accrued and unpaid Interest, Make-Whole Amount and accrued and unpaid Late Charges with respect to such portion of the Aggregate

Principal, such Make Whole Amount and such Aggregate Interest to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Installment Amount(s) to be reduced (and corresponding Installment Date(s)) and amount of reduction:

☐

If this Conversion Notice is being delivered with respect to

an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion Price: ________________________________

☐

If this Conversion Notice is being delivered with respect to

an Acceleration, check here if Holder is electing to use ______________as the Acceleration Conversion Price related to the following

Installment Date:________________

☐

If this Conversion Notice is being delivered with respect to

an Reallocation, check here if Holder is electing to use as the Reallocation Conversion Price related to the following Installment Date:

Please

issue the Common Stock into which the Note is being converted 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

II ACKNOWLEDGMENT

The

Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock

[are][are not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and

delivery to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c)

hereby directs___________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions

dated ________________, __20 from the Company and acknowledged and agreed to by __________________________.

BANZAI INTERNATIONAL, INC.

By:

Name:

Title:

EX-4.4

Filename: ex4-4.htm · Sequence: 3

Exhibit

4.4

EXECUTION VERSION

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.

Banzai

International, Inc.

Warrant

To Purchase Common Stock

Warrant

No.: 5

Date of Issuance: August 12, 2026 (“Issuance Date”)

Banzai

International, 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 time, on the Expiration Date (as defined below), 112,531 (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

19. 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, dated as of June 27, 2025 (the “Subscription Date”), by and among the

Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities

Purchase Agreement”).

EXERCISE OF WARRANT.

(a)

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in

Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date (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 in Section 1(d)). 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 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 first (1st) Trading Day following the date on which the Company has received such Exercise Notice

(or such earlier date as required pursuant to the 1934 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, 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) if the Transfer Agent is

not participating in the DTC Fast Automated Securities Transfer Program (“FAST”), 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 during 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 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 Maximum Percentage (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 1934 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 $1.96, 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 two (2) Business Days 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.

(d)

Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of

exercise hereof a Registration Statement (as defined in the Registration Rights Agreement) is not effective (or the prospectus contained

therein is not available for use) for the resale by the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion,

exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon

such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of

Warrant Shares determined according to the following formula (a “Cashless Exercise”):

Net

Number = (A x B) - (A x C)

For

purposes of the foregoing formula:

the total number of shares with respect to which this Warrant is then being exercised.

= as elected by the Holder: (i) the VWAP of the shares of Common Stock on the Trading Day immediately preceding the date of the applicable

Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading

Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading

hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii)

at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice

or (z) the Bid Price of the shares of Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if

such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter

pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if

the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof

after the close of “regular trading hours” on such Trading Day.

= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated

under the 1933 Act, as in effect on the Subscription 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 Securities Purchase Agreement.

(e)

Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of

Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares

that are not disputed and resolve such dispute in accordance with Section 15.

(f)

Limitations on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have

the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant 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 collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares

of Common Stock outstanding immediately after giving effect to such exercise. 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, unexercised 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 unconverted portion of any other securities of the Company (including, without

limitation, any convertible notes or convertible preferred stock or warrants, including other SPA 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(f). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the

1934 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 Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected

in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 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

by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported

Outstanding Share Number”). 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 (i) 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(f), to exceed the Maximum Percentage, the Holder must notify the Company

of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is

reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder

any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder,

the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares

of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect

to the conversion 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 Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d)

of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial

ownership exceeds the Maximum Percentage (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. As soon as reasonably practicable after

the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the

Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such

increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage

to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage

will not be effective until the sixty-first (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 and not to any other holder of SPA Warrants that is not an

Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in

excess of the Maximum Percentage 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 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have

any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The

provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this

Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent

with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitation contained in this paragraph may not be waived or amended and shall apply to

a successor holder of this Warrant.

(g)

Reservation of Shares.

(i)

Required Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance

under this Warrant a number of shares of Common Stock at least equal to 250% of the maximum number of shares of Common Stock as shall

be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the SPA Warrants then outstanding (without

regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the number

of shares of Common Stock reserved pursuant to this Section 1(g)(i) be reduced other than proportionally in connection with any exercise

or redemption of SPA Warrants or such other event covered by Section 2(a) below. The Required Reserve Amount (including, without limitation,

each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the SPA Warrants based on number

of shares of Common Stock issuable upon exercise of SPA Warrants held by each holder on the Initial Closing Date (without regard to any

limitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).

In the event that 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 shares

of Common Stock issuable upon exercise of the SPA Warrants then held by such holders (without regard to any limitations on exercise).

(ii)

Insufficient Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any

of the SPA Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock

to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”), then the Company

shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient

to allow the Company to reserve the Required Reserve Amount for all the SPA Warrants then outstanding. Without limiting the generality

of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later

than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for

the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide

each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in

authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of

a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares

of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information

Statement on Schedule 14C. In the event that the Company is prohibited from issuing shares of Common Stock upon an exercise of this Warrant

due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common

Stock (such unavailable number of shares of Common Stock, the “Authorization Failure Shares”), in lieu of delivering

such Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the cancellation of such portion of this

Warrant exercisable into such Authorization Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorization

Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date

the Holder delivers the applicable Exercise Notice with respect to such Authorization Failure Shares to the Company and ending on the

date of such issuance and payment under this Section 1(g); and (ii) to the extent the Holder purchases (in an open market transaction

or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any Buy-In Payment

Amount, brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained

in this Section 1(g) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.

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 2(b), Section 3 or Section 4, if the Company, at any time

on or after the Subscription 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 fraction 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 stockholders 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.

(b)

Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Subscription Date, the Company grants, issues

or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued

or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of

the Company, but excluding any Excluded Securities granted issued or sold or deemed to have been granted issued or sold) for a consideration

per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to

such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the

“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive

Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing

(including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following

shall be applicable:

(i)

Issuance of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell)

any Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such

Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and

to have been issued and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement

to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of this Section 2(b)(i), the “lowest

price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion,

exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”

shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company

with respect to any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or sell,

as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable

upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for

which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any

such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon

the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) of such Option, upon exercise of such Option

and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to

the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option

(or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance

of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms

of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

(ii)

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell)

any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common

Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time

of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes

of this Section 2(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the

lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance

or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange

of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible

Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder

of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such

Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such

Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon

the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise

pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for

which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(b), except as contemplated

below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

(iii)

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,

if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible

Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than

proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 2(a)), the Exercise

Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such

time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or

increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold . For purposes of this Section

2(b)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that

was outstanding as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding sentence,

then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof

shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(b) shall be

made if such adjustment would result in an increase of the Exercise Price then in effect.

(iv)

Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection

with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary

Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”),

together comprising one integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or sales

of securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity

to each other and/or (C) are consummated under the same plan of financing) the aggregate consideration per share of Common Stock with

respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share

of Common Stock was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such integrated

transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black

Scholes Consideration Value of each such Option, if any, (II) the fair market value (as determined by the Holder in good faith) or the

Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by

the Holder) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance with this Section 2(b)(iv).

If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the

consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security,

but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration

received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration

other than cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for

such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value)

will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the

amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for

each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities

are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the

amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible

Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value of

such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or

Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be

determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence

of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within

five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly

selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest

error and the fees and expenses of such appraiser shall be borne by the Company.

(v)

Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive

a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase

shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale

of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

or the date of the granting of such right of subscription or purchase (as the case may be).

(c)

Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2, the number of 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).

(d)

Holder’s Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition

to and not in limitation of the other provisions of this Section 2, if the Company in any manner issues or sells or enters into any agreement

to issue or sell, any Common Stock, Options or Convertible Securities (other than a Permitted ATM (as defined in the Securities Purchase

Agreement) (any such securities, “Variable Price Securities”) after the Subscription Date that are issuable pursuant

to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with

the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations

reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each

of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall

provide written notice thereof via facsimile and overnight courier to the Holder on the date of such agreement and the issuance of such

Convertible Securities or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities,

the Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price

upon exercise of this Warrant by designating in the Exercise Notice delivered upon any exercise of this Warrant that solely for purposes

of such exercise the Holder is relying on the Variable Price rather than the Exercise Price then in effect. The Holder’s election

to rely on a Variable Price for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable Price for any

future exercises of this Warrant.

(e)

Stock Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any stock

split, stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock

Combination Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price

is less than the Exercise Price then in effect (after giving effect to the adjustment in clause 2(a) above), then on the sixteenth (16th)

Trading Day immediately following such Stock Combination Event, the Exercise Price then in effect on such sixteenth (16th) Trading Day

(after giving effect to the adjustment in clause 2(a) above) shall be reduced (but in no event increased) to the Event Market Price.

Notwithstanding the foregoing, if a Holder requests to exercise this Warrant, in whole or in part, on any given date during any Event

Market Price Measuring Period, solely with respect to such portion of this Warrant subject to such exercise on such applicable Exercise

Date, (a) such applicable Stock Combination Event Date shall be deemed to mean such Exercise Date, (b) such applicable Stock Combination

Measuring Period shall be deemed to have ended on the Trading Day immediately prior to such Exercise Date and (c) the applicable Event

Market Price for such portion of this Warrant exercised shall be calculated pursuant to this Section 2(e). For the avoidance of doubt,

if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Exercise Price hereunder, no adjustment

shall be made.

(f)

Other Events. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take any

action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution

or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions

(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features),

then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price

and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant

to this Section 2(f) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this

Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against

such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment

bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest

error and whose fees and expenses shall be borne by the Company.

(g)

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.

(h)

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 Securities 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 or Section 4(a) below, 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 Maximum Percentage) 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 Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution in excess of the Maximum Percentage

(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 Maximum

Percentage, 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 Options, Convertible Securities 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 Maximum Percentage) 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 Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of

the Maximum Percentage (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 Maximum Percentage, 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 Securities

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 Section 1(f) hereof, 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)

Black Scholes Value.

(i)

Change of Control Redemption. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder

delivered at any time commencing on the earliest to occur of (x) the public disclosure of any Change of Control, (y) the consummation

of any Change of Control and (z) the Holder first becoming aware of any Change of Control through the date that is ninety (90) days after

the public disclosure of the consummation of such Change of Control by the Company pursuant to a Current Report on Form 8-K filed with

the SEC, the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request

by paying to the Holder cash in an amount equal to the Black Scholes Value. Payment of such amounts shall be made by the Company (or

at the Company’s direction) to the Holder on or prior to the later of (x) the second (2nd) Trading Day after the date

of such request and (y) the date of consummation of such Change of Control.

(ii)

Event of Default Redemption. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder

delivered at any time after the occurrence of an Event of Default (as defined in the Notes)(assuming for such purpose that the Notes

remain outstanding), the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date

of such request by paying to the Holder cash in an amount equal to the Event of Default Black Scholes Value.

(d)

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 Maximum Percentage, applied

however with respect to shares of capital stock registered under the 1934 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

(as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) 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 sixty (60) calendar day anniversary of 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 Section 1(f) hereof),

the Company shall use its 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 stockholder 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 stockholder

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 stockholders of the Company generally,

contemporaneously with the giving thereof to the stockholders.

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 9(f) of the Securities 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, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights

to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) 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, (iii) at least ten (10) Trading Days prior to

the consummation of any Fundamental Transaction and (iv) within one (1) Business Day of the occurrence of an Event of Default (as defined

in the Notes), setting forth in reasonable detail any material events with respect to such Event of Default and any efforts by the Company

to cure such Event of Default. 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 Securities

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. Nothing

contained in this Section 9 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities

Purchase Agreement.

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 provided herein, the provisions of this Warrant (other than Section 1(f) above and this

Section 11, which may not be amended, modified or waived) may be amended and the Company may take any action herein prohibited, or omit

to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. 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. 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 governed by, the internal laws of the State of New York,

without giving effect to any provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process

and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set

forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an

inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude

the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s

obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other

court ruling in favor of the Holder. THE COMPANY 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 THIS WARRANT OR ANY TRANSACTION CONTEMPLATED

HEREBY.

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 Initial Closing Date in such other Transaction Documents unless otherwise consented to in writing

by the Holder.

15.

DISPUTE RESOLUTION.

(a)

Submission to Dispute Resolution.

(i)

In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration Value, Event

of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares

(as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or

the Holder (as the case may be) shall submit the dispute to the other party via facsimile (A) if by the Company, within two (2) Business

Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned

of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating

to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration Value, Event of Default Black Scholes

Value, Black Scholes Value or such fair market value or such arithmetic calculation of the number of Warrant Shares (as the case may

be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case

may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent,

reputable investment bank to resolve such dispute.

(ii)

The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 15 and (B) written documentation supporting its position with respect to such dispute, in each