Form 8-K

8-K — Aditxt, Inc.

Accession: 0001213900-26-066823

Filed: 2026-06-09

Period: 2026-06-03

CIK: 0001726711

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0293812-8k_aditxt.htm (Primary)

EX-10.1 — FORM OF NOTE PURCHASE AGREEMENT, DATED AS OF JUNE 3, 2026, BY AND AMONG THE COMPANY, IGNITE AND THE INVESTORS (ea029381201ex10-1.htm)

EX-10.2 — FORM OF SENIOR SECURED PROMISSORY NOTE (ea029381201ex10-2.htm)

EX-10.3 — FORM OF SECURITY AGREEMENT, DATED AS OF JUNE 3, 2026, BY AND BETWEEN IGNITE AND THE COLLATERAL AGENT (ea029381201ex10-3.htm)

EX-10.4 — FORM OF PLEDGE AGREEMENT, DATED AS OF JUNE 3, 2026, BY AND BETWEEN THE COMPANY AND THE COLLATERAL AGENT (ea029381201ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0293812-8k_aditxt.htm · Sequence: 1

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0001726711

2026-06-03

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): June 3, 2026

ADITXT, INC.

(Exact name of registrant

as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-39336

82-3204328

(Commission File Number)

(I.R.S. Employer Identification No.)

2569 Wyandotte Street, Suite 101

Mountain View, California 94043

(Address of principal

executive offices, including zip code)

(650) 870-1200

(Registrant’s

telephone number, including area code)

N/A

(Former name or former

address, if changed since last report)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ADTX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If 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.

June 3, 2026, Aditxt, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”)

by and among the Company, Ignite Proteomics LLC, a Delaware limited liability company and the Company’s wholly owned subsidiary

(“Ignite”), and the investors named therein (the “Investors”), pursuant to which the Company and

Ignite issued and sold to the Investors a new series of senior secured convertible notes (the “Notes”), as joint and

several co-borrowers, with an aggregate original principal amount equal to approximately the sum of $725,000 in cash proceeds plus the

sum of the outstanding obligations under the Existing Notes (as defined below), subject to a 35% original issue discount, as provided

in the Notes. The purchase price paid by the Investors for the Notes was comprised in part of a combination of cash and the cancellation

of the Existing Notes.

previously announced by the Company, (i) pursuant to that certain Note Purchase Agreement, dated as of March 11, 2026, by and among the

Company and the buyers party thereto, the Company` issued to certain of such buyers certain 10% original issue discount promissory notes

in an aggregate original principal amount of $3,194,444.44 (collectively, the “Existing March Notes”) and (ii) on April

10, 2026, the Company issued to certain of such buyers certain 25% original issue discount promissory notes in an aggregate original principal

amount of $1,250,000 (collectively, the “Existing April Notes”, and together with the Existing March Notes, the “Existing

Notes”). In connection with the Purchase Agreement, the Existing Notes were consolidated into the Notes.

Additionally,

on June 3, 2026, pursuant to and in connection with the Purchase Agreement, Ignite entered into a Security and Pledge Agreement (the “Security

Agreement”) with the collateral agent named therein (the “Collateral Agent”), pursuant to which the Ignite

granted to the Collateral Agent, for the ratable benefit of the Investors, a valid, perfected and enforceable security interest in certain

assets of the Ignite and its subsidiaries, which assets include substantially all of the assets of Ignite.

Additionally,

on June 3, 2026, pursuant to and in connection with the Purchase Agreement, the Company entered into a Pledge Agreement (the “Pledge

Agreement”) by and between the Company and the Collateral Agent, pursuant to which the Company pledged as collateral the equity

held by the Company in Ignite.

The

foregoing descriptions of the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement are qualified in their entirety

by reference to the full text of the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement, forms of which are

attached hereto as Exhibit 10.1, Exhibit 10.2,Exhibit 10.3, and 10.4 respectively, and each of which is incorporated herein by reference.

The

Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement contain customary representations and warranties, covenants

and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of the terms

and conditions of such agreements and in the context of the specific relationship between the parties thereto. The provisions of the Purchase

Agreement, the Notes, the Security Agreement and the Pledge Agreement, including any representations and warranties contained therein,

are not for the benefit of any party other than the parties thereto and are not intended as documents for investors and the public to

obtain factual information about the current state of affairs of the parties thereto. Rather, investors and the public should look to

other disclosures contained in our annual, quarterly and current reports we file with the SEC.

This

Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor

shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Forward-Looking Statements

Certain

statements and assumptions in this Current Report contain or are based upon “forward-looking” information and are being made

pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Current

Report include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject

to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,”

“should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify

forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s

control. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to

differ materially from those anticipated, including, without limitation, the completion of any sales under the Purchase Agreement or proceeds

received under the Purchase Agreement, if any. Other risk factors are more fully discussed in the Company’s filings with the SEC.

Item 3.02. Unregistered Sales of Equity

Securities.

The

information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Based

in part upon the representations of the Investors in the Purchase Agreement, the offer and sale of the Notes by the Company to the Investors

under the Purchase Agreement is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”),

pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (“Regulation

D”) as promulgated by the United States Securities and Exchange Commission under the Securities Act. Each Investor represented

that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D, and that it is acquiring the shares for investment

purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales

registered under or exempt from the registration requirements of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Form of Note Purchase Agreement, dated as of June 3, 2026, by and among the Company, Ignite and the Investors

10.2

Form of Senior Secured Promissory Note

10.3

Form of Security Agreement, dated as of June 3, 2026, by and between Ignite and the Collateral Agent

10.4

Form of Pledge Agreement, dated as of June 3, 2026, by and between the Company and the Collateral Agent

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADITXT, INC.

Date: June 9, 2026

By:

/s/ Jeffrey M. Busch

Name:

Jeffrey M. Busch

Title:

Chief Executive Officer

EX-10.1 — FORM OF NOTE PURCHASE AGREEMENT, DATED AS OF JUNE 3, 2026, BY AND AMONG THE COMPANY, IGNITE AND THE INVESTORS

EX-10.1

Filename: ea029381201ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT

(the “Agreement”), dated as of June 3, 2026, is by and among Aditxt, Inc., a Delaware corporation with offices located

at 2569 Wyandotte Street, Suite 101, Mountain View, CA 94043 (the “ADTX Borrower”), Ignite Proteomics LLC, a Delaware

limited liability company (“Ignite Borrower”, and together with the ADTX Borrower, the “Borrowers”)

and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,

the “Buyers”). The Buyers and the Borrowers are sometimes referred to herein collectively as the “Parties”

and individually as a “Party”.

RECITALS

A. On

December 22, 2023, pursuant to that certain Exchange Agreement by and among the ADTX Borrower and the investors party thereto, among other

things, such investors acquired certain shares of a series of convertible preferred stock of the ADTX Borrower designated as Series A-1

Convertible Preferred Stock, $0.001 par value, the terms of which are set forth in the certificate of designations (the “Series

A-1 Certificate of Designations”) for such series of preferred stock (such preferred shares, together with any preferred shares

issued in replacement thereof in accordance with the applicable certificate of designations, the “Series A-1 Preferred Shares”).

B. On

March 11, 2026, pursuant to that certain Securities Purchase Agreement, by and among the ADTX Borrower, [●], a Delaware corporation

with offices located at [●] (“[●]”) and the investors party thereto (the “Ignite Investors”),

among other things (i) the ADTX Borrower acquired 100% of the equity interests of the Ignite Borrower and all assets of the Ignite Borrower

and/or any of its Subsidiaries related to (or otherwise used in) the business of Ignite Borrower (all of which is referred to herein as

the “Ignite Assets”), and (ii) the Ignite Investors acquired certain shares of a series of convertible preferred stock

of the ADTX Borrower designated as Series A-2 Convertible Preferred Stock, $0.001 par value, the terms of which are set forth in the certificate

of designations (the “Series A-2 Certificate of Designations”, and collectively with the Series A-1 Certificate of

Designations, the “Certificates of Designations”, and individually, each a “Certificate of Designations”)

for such series of preferred stock (such preferred shares, together with any preferred shares issued in replacement thereof in accordance

with the applicable certificate of designations, the “Series A-2 Preferred Shares”, and together with the Series A-1

Preferred Shares, the “Parent Preferred Shares”).

C. Prior

to the date hereof, (i) pursuant to that certain Note Purchase Agreement, dated as of March 11, 2026, by and among the ADTX Borrower and

the Buyers party thereto, the ADTX Borrower issued to certain of the Buyers certain 10% original issue discount promissory notes in an

aggregate original principal amount of $3,194,444.44 (collectively, the “Original March Notes”), which Original March

Notes held by the applicable Buyer have an aggregate principal amount outstanding as of the date hereof as set forth on the signature

page of such Buyers attached hereto (collectively, the “Existing March Notes”, and each individually, an “Existing

March Note”), and (ii) on April 10, 2026, the ADTX Borrower issued to certain of the Buyer certain 25% original issue discount

promissory notes in an aggregate original principal amount of $1,250,000 (collectively, the “Original April Notes”,

and together with the Original March Notes, the “Original Notes”), which Original April Notes held by the applicable

Buyer have an aggregate principal amount outstanding as of the date hereof as set forth on the signature page of such Buyers attached

hereto (collectively, the “Existing April Notes”, and each individually, an “Existing April Note”,

and together with the Existing March Notes, the “Existing Notes”, and each individually, an “Existing Note”).

D. On

May 12, 2026, the ADTX Borrower entered into a non-binding letter of intent with a special purpose acquisition company, pursuant to which

the special purpose acquisition company would acquire the Ignite Borrower in a business combination (such proposed transaction, the “Business

Combination”) pursuant to a definitive agreement (the “Business Combination Agreement”).

E. The

Parties executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2)

of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”)

as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

F. The

Borrowers have authorized a new series of senior secured notes of the Borrowers, in the aggregate original principal amount equal to the

sum of (x) $725,000 and (y) the aggregate original principal amount of the Rollover Notes (as defined below), substantially in the form

attached hereto as Exhibit A (the “Notes” or the “Securities”).

G. Each

Buyer wishes to purchase, and the Borrowers wishes to sell, upon the terms and conditions stated in this Agreement, a Note in the aggregate

original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.

H. The

Notes will be secured by a first priority perfected security interest in all of the Ignite Assets, including a pledge of all of equity

interests of the Ignite Borrower (the “Pledged Equity”), as evidenced by (i) a security agreement with the Ignite Borrower

in the form attached hereto as Exhibit B (the “Security Agreement”), (ii) a pledge agreement with the

ADTX Borrower in the form attached hereto as Exhibit C (the “Pledge Agreement”, and together with the

Security Agreement, the Perfection Certificate (as defined below) and the other security documents and agreements entered into in connection

with this Agreement and each of such other documents and agreements, as each may be amended or modified from time to time, collectively,

the “Security Documents”), and (ii) a guaranty executed by each Subsidiary, if any, of the Ignite Borrower in the form

attached hereto as Exhibit D (collectively, the “Guaranties”) pursuant to which each of them guarantees

the obligations of the Borrowers under the Transaction Documents (as defined below).

AGREEMENT

NOW, THEREFORE, in consideration

of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Borrowers and each Buyer hereby agree as follows:

1. PURCHASE

AND SALE OF NOTES.

(a) Purchase

of Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections

6 and 7 below, the Borrowers, jointly and severally, shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees

to purchase from the Borrowers on the Closing Date (as defined below) a Note in the original principal amount as is set forth opposite

such Buyer’s name in column (3) on the Schedule of Buyers.

(b) Closing.

The closing (the “Closing”) of the purchase of the Notes by the Buyers shall occur at the offices of [●],

[●]. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York time, on the

first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such

other date as is mutually agreed to by the Borrowers and each Buyer). As used herein “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.

Price. The aggregate purchase price for the Notes to be purchased by each Buyer (each,

a “Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (4) on the Schedule of

Buyers, which may be satisfied in cash (each, a “Cash Purchase Price”) or by cancellation of Existing Notes (on a

dollar-for-dollar basis, against the Purchase Price of the Notes to be purchased by such Buyer). Each Buyer shall be deemed to pay approximately

$650 for each $1,000 of principal amount of Notes to be purchased by such Buyer at the Closing.

(d) Form

of Payment. On the Closing Date, (i) each Buyer shall pay its respective Cash Purchase

Price and/or cancel and surrender its Existing Note in satisfaction of such Buyer’s Purchase Price (as the case may be) to the

Borrowers for the Notes to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance

with the Flow of Funds Letter (as defined below) and (ii) the Borrowers shall issue and deliver to each Buyer a Note, in the aggregate

original principal amount as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers, duly executed on

behalf of the Borrowers and registered in the name of such Buyer or its designee.

(e) Put

Option.

(i) General.

At any time after the Closing Date and prior to the twelve (12) month anniversary of the Closing Date (the “Option Eligibility

Period”), each Buyer, severally, shall have the right (each, a “Put Right”) to require the Ignite Borrower

to purchase in one or more transactions up to such aggregate number of shares of Parent Preferred Shares as set forth on the signature

page of each such Buyer attached hereto in exchange for shares of preferred stock of the Ignite Borrower (the “New Preferred

Shares”) on substantially the same terms as the Series A-1 Certificate of Designations Series and/or A-2 Certificate of Designations

(as applicable), mutatis mutandis, at an exchange ratio of two (2) Parent Preferred Shares to every three (3) New Preferred Shares;

provided, that the New Preferred Shares shall be allocated pro rata to all of the Buyers in proportion to the number of the Parent Preferred

Shares held by each Buyer, compared to the total number of Parent Preferred Shares outstanding as of the date hereof, on the Option Exercise

Date (as defined below), up to an aggregate Stated Value for all New Preferred Shares of $60 million.

(ii) Mechanics.

Each Buyer, severally, may exercise the Put Right by delivering written notice thereof (each, an “Option Notice”, and

the date of such notice, each, an “Option Notice Date”) to the Ignite Borrower (which may be an e-mail) at any time

during the Option Eligibility Period specifying the applicable Parent Preferred Shares to be acquired by the Ignite Borrower and the New

Preferred Shares to be issued in consideration therefor. Upon the Ignite Borrower’s receipt of such notice, the Ignite Borrower

shall file the certificate of designations setting forth the terms of the New Preferred Shares, and promptly after the filing of such

certificate of designations, but no later than within two (2) Business Days of the Option Notice Date (or as mutually agreed by such Buyer

and the Ignite Borrower, such date, the “Option Exercise Date”) issue the New Preferred Shares to such Buyer in exchange

for the Parent Preferred Shares. Additionally, on the Option Exercise Date, the Ignite Borrower shall deliver (a) to such Buyer, (x) a

certificate evidencing the New Preferred Shares and (y) a certified copy of the related certificate of designations, and (b) to such Buyer

and to the transfer agent for the New Preferred Shares, if any, of the Ignite Borrower, an irrevocable transfer instruction letter in

connection with the Put Exercise in form and substance satisfactory to the Buyer in the form attached hereto as Exhibit E

(the “Irrevocable Ignite Transfer Agent Instructions”). As soon as commercially practicable following the Option Exercise

Date, such Buyer shall deliver or cause to be delivered to the Ignite Borrower the Parent Preferred Shares, if such shares are certificated.

Immediately following the Option Exercise Date, the Holder shall relinquish all rights, title and interest in the Parent Preferred Shares

being acquired by the Ignite Borrower (including any claims the Buyer may have against the ADTX Borrower related thereto) and assigns

the same to the Ignite Borrower.

2. BUYER’S

REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and

not jointly, represents and warrants to the Borrowers with respect to only itself that, as of the date hereof and as of the Closing Date:

(a) Organization;

Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its

organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

(as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b) No

Public Sale or Distribution. Such Buyer is acquiring its Notes for its own account and

not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities

laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such

Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and

reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption

from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with

any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person”

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

any other entity and any Governmental Entity (as defined below) or any department or agency thereof.

Investor Status. Such Buyer is an “accredited investor” as that term is defined

in Rule 501(a) of Regulation D.

(d) Reliance

on Exemptions. Such Buyer understands that the Securities are being offered and sold to

it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that

the Borrowers are relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties,

agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions

and the eligibility of such Buyer to acquire the Securities.

(e) Information.

Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the

Borrowers and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors,

if any, have been afforded the opportunity to ask questions of the Borrowers. Neither such inquiries nor any other due diligence investigations

conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely

on the Borrowers’ representations and warranties contained herein. Such Buyer understands that its investment in the Securities

involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an

informed investment decision with respect to its acquisition of the Securities.

(f) No

Governmental Review. Such Buyer understands that no United States federal or state agency

or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness

or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the

Securities.

(g) Transfer

or Resale. Such Buyer understands that except as provided in Section 4(g) hereof: (i)

the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for

sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Borrowers

(if requested by the Borrowers) an opinion of counsel, in a form reasonably acceptable to the Borrowers, to the effect that such Securities

to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such

Buyer provides the Borrowers with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144

or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale

or any transfer of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further,

if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale

is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption

under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither of the Borrowers nor any other Person

is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions

of any exemption thereunder. 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 and such pledge of Securities shall not be deemed to be a transfer,

sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Borrowers

with any notice thereof or otherwise make any delivery to the Borrowers pursuant to this Agreement or any other Transaction Document

(as defined in Section 3(a)), including, without limitation, this Section 2(g).

(h) Validity;

Enforcement. This Agreement has been duly and validly authorized, executed and delivered

on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in

accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement

of applicable creditors’ rights and remedies.

(i) No

Conflicts. The execution, delivery and performance by such Buyer of this Agreement and

the consummation by such Buyer of the transactions contemplated hereby will not (i) result in a violation of the organizational documents

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

default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or

instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including

federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts,

defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect

on the ability of such Buyer to perform its obligations hereunder.

(j) Ownership

of Existing Notes. Each Buyer who holds Existing Notes, owns its Existing Notes free and clear of any Liens (as defined below) (other

than the obligations pursuant to this Agreement).

3. REPRESENTATIONS

AND WARRANTIES OF THE BORROWERS.

The

Borrowers represents and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:

(a) Organization

and Qualification. Each of the Borrowers are entities duly organized and validly existing and in good standing under the laws of the

jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business

as now being conducted and as presently proposed to be conducted. Each of the Borrowers and each of their respective Subsidiaries is duly

qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature

of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in

good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material

Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including

results thereof), condition (financial or otherwise) or prospects of the Borrowers or any Subsidiary, taken as a whole, (ii) the transactions

contemplated hereby or in any of the other Transaction Documents, (iii) the authority or ability of the Borrowers or any of their Subsidiaries

to perform any of their respective obligations under any of the Transaction Documents (as defined below). Other than the Persons (as defined

below) set forth on Schedule 3(a), each of the Borrowers have no Subsidiaries. “Subsidiaries” means any

Person in which either of the Borrowers, directly or indirectly, owns more than fifty-one percent (51%) of the outstanding voting stock

of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”

(b) Authorization;

Enforcement; Validity. Each of the Borrowers have the requisite power and authority to enter into and perform its obligations under

this Agreement and the other Transaction Documents to which it is a party and to issue and sell the Securities in accordance with the

terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction

Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Borrowers, and

the consummation by the Borrowers of the transactions contemplated hereby and thereby (including, without limitation, the issuance of

the Notes) have been duly authorized by the Borrowers’ board of directors or other governing body, as applicable, and (other than

the filing with the SEC of one or more registration statements), a Form D with the SEC and any other filings as may be required by any

state securities agencies (the “Required Approvals”) no further filing, consent or authorization is required by the

Borrowers, their respective Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement

has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the

Borrowers, and each constitutes the legal, valid and binding obligations of the Borrowers, enforceable against the Borrowers in accordance

with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’

rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior

to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary,

and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance

with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’

rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction

Documents” means, collectively, this Agreement, the Notes, the Security Documents, the Guaranty, the Irrevocable Ignite Transfer

Agent Instructions and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection

with the transactions contemplated hereby and thereby, as may be amended from time to time.

of Securities; Ownership of Pledged Equity. The issuance of the Notes are duly authorized and upon issuance in accordance with the

terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights,

mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances

(collectively “Liens”) with respect to the issuance thereof. Subject to the accuracy of the representations and warranties

of the Buyers in this Agreement, the offer and issuance by the Borrowers of the Securities is exempt from registration under the 1933

Act. The Pledged Equity is fully paid and the ADTX Borrower has good and valid ownership of the Pledged Equity free and clear of all Liens.

(d) No

Conflicts. The execution, delivery and performance of the Transaction Documents by the Borrowers and their respective Subsidiaries

and the consummation by the Borrowers and their respective Subsidiaries of the transactions contemplated hereby and thereby (including,

without limitation, the issuance of the Notes) will not (i) result in a violation of the organization documents of such applicable Borrower

(or their respective Subsidiaries) or any interests or other securities of the Borrowers (or their respective Subsidiaries), (ii) conflict

with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or

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

any of the Borrowers (or any of their respective Subsidiaries) is a party, or (iii) result in a violation of any law, rule, regulation,

order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and

regulations of the Nasdaq Capital Market (the “Principal Market”) and including all applicable foreign, federal and

state laws, rules and regulations) applicable to the Borrowers or any of their respective Subsidiaries or by which any property or asset

of the Borrowers or any of their respective Subsidiaries is bound or affected.

(e) Consents.

Neither of the Borrowers nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration

with (other than the Required Approvals), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any

other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction

Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations

which the Borrowers or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected

on or prior to the Closing Date, and neither of the Borrowers nor any of their respective Subsidiaries are aware of any facts or circumstances

which might prevent the Borrowers or any of their respective Subsidiaries from obtaining or effecting any of the registration, application

or filings contemplated by the Transaction Documents. The ADTX Borrower is not in violation of the requirements of the Principal Market

and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable

future. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction

of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature

(including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization

or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing

authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by

a government or a public international organization or any of the foregoing.

(f) Acknowledgment

Regarding Buyer’s Purchase of Securities. Each Borrower is acting solely for such Borrower’s own account and has made

its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for such Borrower

based such Borrower’s own judgment and upon advice of such advisors as such Borrower deems necessary. The Borrowers acknowledge

and agree that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents

and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of either of the Borrowers or any

of their Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of either of the Borrowers or any of their Subsidiaries

or (iii) to its knowledge, a “beneficial owner” (as defined for purposes of Rule 13d-3 under the Securities Exchange Act of

1934, as amended (the “1934 Act”)) of more than 10% of the shares of Common Stock. The Borrowers further acknowledges that

no Buyer is acting as a financial advisor or fiduciary of either of the Borrowers or any of their Subsidiaries (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any

of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is

merely incidental to such Buyer’s purchase of the Securities. The Borrowers further represents to each Buyer that each of the Borrowers

and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent

evaluation by each of the Borrowers, each Subsidiary and their respective representatives.

(g) No

General Solicitation; Placement Agent’s Fees. Neither of the Borrowers, nor any of their respective Subsidiaries or affiliates,

nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning

of Regulation D) in connection with the offer or sale of the Securities. The Borrowers shall be responsible for the payment of any placement

agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment

advisor) relating to or arising out of the transactions contemplated hereby. The Borrowers shall pay, and hold each Buyer harmless against,

any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection

with any such claim. Neither of the Borrowers nor any of their Subsidiaries has engaged any placement agent or other agent in connection

with the offer or sale of the Securities.

(h) No

Integrated Offering. None of the Borrowers, their respective Subsidiaries or any of their affiliates, nor any Person acting on their

behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances

that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings

or otherwise, or cause this offering of the Securities to require approval of stockholders or members (as applicable) of the Borrowers

for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and

regulations of any exchange or automated quotation system on which any of the securities of the Borrowers are listed or designated for

quotation. None of the Borrowers, their respective Subsidiaries, their affiliates nor any Person acting on their behalf will take any

action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any

of the Securities to be integrated with other offerings of securities of the Borrowers.

(i) Reserved.

(j) Reserved.

(k) SEC

Documents; Financial Statements. During the two (2) years prior to the date hereof, the ADTX Borrower has timely filed all reports,

schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements

of the 1934 Act except where the ADTX Borrower has obtained an extension of time from the SEC to file any such report, schedule, form,

proxy statement, statement or other document, in which case the ADTX Borrower has filed such document within he applicable extension period

(all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes

and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”).

The ADTX Borrower has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies

of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material

respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,

and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted

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

under which they were made, not misleading. As of their respective dates, the financial statements of the ADTX Borrower included in the

SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the

SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally

accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise

indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may

exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the

ADTX Borrower as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case

of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The

reserves, if any, established by the ADTX Borrower or the lack of reserves, if applicable, are reasonable based upon facts and circumstances

known by the ADTX Borrower on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of

Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the ADTX Borrower in its

financial statements or otherwise. No other information provided by or on behalf of the ADTX Borrower to any of the Buyers which is not

included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the

disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary

in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The ADTX Borrower

is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter

of the independent accountants of the ADTX Borrower with respect thereto) included in the SEC Documents (the “Financial Statements”),

nor is the ADTX Borrower currently aware of facts or circumstances which would require the ADTX Borrower to amend or restate any of the

Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations

of the SEC. The ADTX Borrower has not been informed by its independent accountants that they recommend that the ADTX Borrower amend or

restate any of the Financial Statements or that there is any need for the ADTX Borrower to amend or restate any of the Financial Statements.

(l) Absence

of Certain Changes. Since the date of the ADTX Borrower’s most recent audited financial statements contained in a Form 10-K,

and except as otherwise disclosed in a filing by the ADTX Borrower with the SEC, there has been no material adverse change and no material

adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or

otherwise) or prospects of the ADTX Borrower and its Subsidiaries, taken as a whole. Since the date of the ADTX Borrower’s most

recent audited financial statements contained in a Form 10-K, neither the ADTX Borrower nor any of its Subsidiaries has (i) declared or

paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any

capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the ADTX Borrower nor any

of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,

receivership, liquidation or winding up, nor does the ADTX Borrower or any of its Subsidiaries have any knowledge or reason to believe

that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which

would reasonably lead a creditor to do so. Neither Borrower nor any of their respective Subsidiaries, individually and on a consolidated

basis, are as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will be Insolvent

(as defined below). For purposes of this Section 3(l), “Insolvent” means, (i) with respect to any of the Borrowers

and their respective Subsidiaries, on a consolidated basis, (A) the present fair saleable value of any Borrower and its respective Subsidiaries’

assets is less than the amount required to pay such Borrower and its respective Subsidiaries’ total Indebtedness (as defined below),

(B) any Borrower and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts

and liabilities become absolute and matured or (C) any Borrower and its Subsidiaries intend to incur or believe that they will incur debts

that would be beyond their ability to pay as such debts mature; and (ii) with respect to such Borrowers and each Subsidiary, individually,

(A) the present fair saleable value of such Borrowers’ or such Subsidiary’s (as the case may be) assets is less than the amount

required to pay its respective total Indebtedness, (B) such Borrowers or such Subsidiary (as the case may be) is unable to pay its respective

debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) such Borrowers

or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability

to pay as such debts mature. Neither of the Borrowers nor any of their respective Subsidiaries has engaged in any business or in any transaction,

and is not about to engage in any business or in any transaction, for which the Borrowers’ or such Subsidiary’s remaining

assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted

and is proposed to be conducted.

(m) No Undisclosed Events,

Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is reasonably

expected to exist or occur with respect to any of the Borrowers, any of their respective Subsidiaries or any of their respective businesses,

properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) in the case

of the ADTX Borrower, would be required to be disclosed by such Borrower under applicable securities laws on a registration statement

on Form S-1 filed with the SEC relating to an issuance and sale by such Borrower of its Common Stock and which has not been publicly

announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse

Effect.

(o) Conduct

of Business; Regulatory Permits. Neither of the Borrowers nor any of their respective

Subsidiaries is in violation of any term of or in default under the organization documents of such applicable Borrower (or their respective

Subsidiaries) or any interests or other securities of the Borrowers (or their respective Subsidiaries), respectively. Neither of the

Borrowers nor any of their respective Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or

regulation applicable to the Borrowers or any of their respective Subsidiaries, and neither of the Borrowers nor any of their respective

Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could

not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, and except as

otherwise disclosed in filings of the ADTX Borrower with the SEC (other than any violations of Nasdaq Listing Rule 5550(a)(2)), the ADTX

Borrower is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts

or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable

future. During the two years prior to the date hereof, and except as otherwise disclosed in filings of the ADTX Borrower with the SEC,

(i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been

suspended by the SEC or the Principal Market and (iii) the ADTX Borrower has received no communication, written or oral, from the SEC

or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. Each of the Borrowers and

each of their respective Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities

necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would

not have, individually or in the aggregate, a Material Adverse Effect, and neither of the Borrowers nor any of their respective Subsidiaries

has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There

is no agreement, commitment, judgment, injunction, order or decree binding upon the Borrowers or any of their respective Subsidiaries

or to which the Borrowers or any of their respective Subsidiaries is a party which has or would reasonably be expected to have the effect

of prohibiting or materially impairing any business practice of either of the Borrowers or any of their respective Subsidiaries, any

acquisition of property by the Borrowers or any of their respective Subsidiaries or the conduct of business by the Borrowers or any of

their respective Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and

would not reasonably be expected to have a Material Adverse Effect on the Borrowers or any of their Subsidiaries.

(p) Foreign Corrupt Practices.

Neither of the Borrowers, the any Subsidiary or any director, officer, agent, employee, nor any other person acting for or on behalf

of the foregoing (individually and collectively, a “Borrowers Affiliate”) have violated the U.S. Foreign Corrupt Practices

Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor has any Borrowers Affiliate offered,

paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything

of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party

or official thereof or to any candidate for political office (individually and collectively, a “Government Official”)

or to any person under circumstances where such Borrowers Affiliate knew or was aware of a high probability that all or a portion of

such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose

of:

(i) (A)

influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do

or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official

to influence or affect any act or decision of any Governmental Entity, or

(ii) assisting

the Borrowers or their respective Subsidiaries in obtaining or retaining business for or with, or directing business to, the Borrowers

or their Subsidiaries.

(q) Sarbanes-Oxley

Act. Each Borrower and each Subsidiary is in compliance with any and all applicable requirements

of the Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(r) Transactions

With Affiliates. No current or former employee, partner, director, officer or stockholder

(direct or indirect) of the Borrowers or their respective Subsidiaries, or any associate, or, to the knowledge of the Borrowers, any

affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently,

or has ever been, (i) a party to any transaction with any of the Borrowers or their respective Subsidiaries (including any contract,

agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise

requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than

for ordinary course services as employees, officers or directors of any of the Borrowers or any of their respective Subsidiaries)) or

(ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor,

supplier or customer of any of the Borrowers or their respective Subsidiaries (except for a passive investment (direct or indirect) in

less than 5% of the common stock of a company whose securities are traded on or quoted through The New York Stock Exchange, the NYSE

American, the Nasdaq Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market or the Principal Market (each, an “Eligible

Market”)), nor does any such Person receive income from any source other than the Borrowers or their Subsidiaries which relates

to the respective businesses of the Borrowers or their Subsidiaries or should properly accrue to the Borrowers or their Subsidiaries.

No employee, officer, stockholder or director of the Borrowers or any of their respective Subsidiaries or member of his or her immediate

family is indebted to the Borrowers or their Subsidiaries, as the case may be, nor is the Borrowers or any of their Subsidiaries indebted

(or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered,

(ii) reimbursement for reasonable expenses incurred on behalf of the Borrowers, and (iii) for other standard employee benefits made generally

available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the board

of directors (or equivalent governing body) of any of the Borrowers).

(s) Equity

Capitalization.

(i) Definitions:

(A) “Common

Stock” means (x) the ADTX Borrower’s shares of common stock, $0.001 par value per share, and (y) any capital stock

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

(B) “Preferred

Stock” means (x) the ADTX Borrower’s blank check preferred stock, $0.001 par value per share, the terms of which may be

designated by the board of directors of the ADTX Borrower in a certificate of designations and (y) any capital stock into which such preferred

stock shall have been changed or any share capital resulting from a reclassification of such preferred stock (other than a conversion

of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).

(ii) Authorized

and Outstanding Capital Stock. Schedule 3(s)(ii) sets forth the capitalization of the ADTX Borrower as of the date hereof.

(iii) Valid

Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be,

validly issued and are fully paid and nonassessable. Schedule 3(s)(iii) sets forth the number of shares of Common Stock that are

(A) reserved for issuance pursuant to Convertible Securities (as defined below) and (B) that are, as of the date hereof, owned by Persons

who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors

and holders of at least 10% of the ADTX Borrower’s issued and outstanding Common Stock are “affiliates” without conceding

that any such Persons are “affiliates” for purposes of federal securities laws) of the ADTX Borrower’s or any of its

Subsidiaries. To the ADTX Borrower’s knowledge, no Person owns 10% or more of the ADTX Borrower’s issued and outstanding shares

of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable

or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or

conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for

purposes of federal securities laws).

(iv) Existing

Securities; Obligations. Except as disclosed in the SEC Documents or Section 3(s)(iv) of the Disclosure Schedules hereto: (A)

neither of either Borrower’s or any of their respective Subsidiary’s shares, interests or capital stock is subject to preemptive

rights or any other similar rights or Liens suffered or permitted by the applicable Borrower or any Subsidiary; (B) there are no outstanding

options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights

convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of either of the Borrowers or any of their

respective Subsidiaries, or contracts, commitments, understandings or arrangements by which any of the Borrowers or any of their respective

Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Borrowers or any of their respective

Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities

or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of any of the Borrowers or any

of their respective Subsidiaries; (C) there are no agreements or arrangements under which any of the Borrowers or any of their respective

Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (D) there are no outstanding securities

or instruments of any of the Borrowers or any of their respective Subsidiaries which contain any redemption or similar provisions, and

there are no contracts, commitments, understandings or arrangements by which any of the Borrowers or any of their respective Subsidiaries

is or may become bound to redeem a security of any of the Borrowers or any of their respective Subsidiaries; (E) there are no securities

or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither

of any of the Borrowers nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any

similar plan or agreement.

(v) Organizational

Documents. The SEC Documents contain true, correct and complete copies of the organizational documents of each of the Borrowers, as

amended and as in effect on the date hereof (the “Organizational Documents”), and the terms of all Convertible Securities

and the material rights of the holders thereof in respect thereto.

(t) Indebtedness

and Other Contracts. Neither of the Borrowers nor any of their Subsidiaries, (i) except

as disclosed on Schedule 3(t), has any outstanding debt securities, notes, credit agreements, credit facilities or other

agreements, documents or instruments evidencing Indebtedness of any of the Borrowers or any of their Subsidiaries or by which the Borrowers

or any of their Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which,

or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a

Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with any of the Borrowers

or any of their Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating

to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse

Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment

of the applicable Borrowers’ officers, has or is expected to have a Material Adverse Effect. Neither the ADTX Borrower nor any

of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the

SEC Documents, other than those incurred in the ordinary course of the ADTX Borrowers’ or its Subsidiaries’ respective businesses

and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x)

“Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations

issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases”

in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C)

all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations

evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition

of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement,

or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even

though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale

of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently

applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)

above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any

Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns

such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in

respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

(u) Litigation.

There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board,

other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Borrowers, threatened against or

affecting any of the Borrowers or any of their Subsidiaries, the Common Stock or any of the Borrowers’ or their Subsidiaries’

officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule

3(u). No director, officer or employee of the Borrowers or any of their respective subsidiaries has willfully violated 18 U.S.C.

§1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been,

and to the knowledge of the Borrowers, there is not pending or contemplated, any investigation by the SEC involving any of the Borrowers,

any of their Subsidiaries or any current or former director or officer of the Borrowers or any of their Subsidiaries. The SEC has not

issued any stop order or other order suspending the effectiveness of any registration statement filed by the ADTX Borrower under the

1933 Act or the 1934 Act. After reasonable inquiry of its employees, neither of the Borrowers are aware of any fact which might result

in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither of the Borrowers nor

any of their Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.

(v) Insurance.

The Borrowers and each of their Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as management of the Borrowers believes to be prudent and customary in the businesses in which the Borrowers and

their Subsidiaries are engaged. Neither of the Borrowers nor any such Subsidiary has been refused any insurance coverage sought or applied

for, and neither of the Borrowers nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not have a Material Adverse Effect.

(w) Employee

Relations. Neither of the Borrowers nor any of their Subsidiaries is a party to any collective

bargaining agreement or employs any member of a union. The Borrowers and their Subsidiaries believe that their relations with their employees

are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of any of the Borrowers

or any of their Subsidiaries has notified any such Borrower or any such Subsidiary that such officer intends to leave such Borrower or

any such Subsidiary or otherwise terminate such officer’s employment with such Borrower or any such Subsidiary. No executive officer

or other key employee of any of the Borrowers or any of their Subsidiaries is, or is now expected to be, in violation of any material

term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any

other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key employee

(as the case may be) does not subject any of the Borrowers or any of their Subsidiaries to any liability with respect to any of the foregoing

matters. The Borrowers and their Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting

labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure

to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(x) Title.

(i) Real

Property. Each of the Borrowers and their Subsidiaries holds good title to all real property, leases in real property, facilities

or other interests in real property owned or held by any of the Borrowers or any of their Subsidiaries (the “Real Property”)

owned by any of the Borrowers or any of their Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not

subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for

(a) Liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated

use of the property subject thereto. Any Real Property held under lease by any of the Borrowers or any of their Subsidiaries are held

by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made

and proposed to be made of such property and buildings by any of the Borrowers or any of their Subsidiaries.

(ii) Fixtures

and Equipment. Each of the Borrowers and their Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the

tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by such Borrowers

or their Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and

Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are

not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Borrowers’

and/or their Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Borrowers and

their Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due

and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

(y) Intellectual

Property Rights. The Borrowers and their Subsidiaries own or possess adequate rights or

licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship,

patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual

property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct

their respective businesses as now conducted and presently proposed to be conducted. Each of patents owned by any of the Borrowers or

any of their Subsidiaries is listed on Schedule 3(y)(i). Except as set forth in Schedule 3(y)(ii), none of the Borrowers’

Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected

to be abandoned, within three years from the date of this Agreement. Neither of the Borrowers have any knowledge of any infringement

by any of the Borrowers or their Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being

made or brought, or to the knowledge of the Borrowers or any of their Subsidiaries, being threatened, against any of the Borrowers or

any of their Subsidiaries regarding its Intellectual Property Rights. Neither of the Borrowers nor any of their Subsidiaries is aware

of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Borrowers

and their Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual

Property Rights.

(z) Environmental

Laws.

(i) The Borrowers and their Subsidiaries (A) are in compliance with any and all Environmental

Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws

to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval

where, in each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually

or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign

laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water,

groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened

releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)

into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport

or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,

licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(ii) No

Hazardous Materials:

(A) have

been disposed of or otherwise released from any Interest of any of the Borrowers or any of their Subsidiaries in violation of any Environmental

Laws; or

(B) are

present on, over, beneath, in or upon an Interest or any portion thereof in quantities that would constitute a violation of any Environmental

Laws. No prior use by any of the Borrowers or any of their Subsidiaries of any Property or Interest has occurred that violates any Environmental

Laws, which violation would have a material adverse effect on the business of any of the Borrowers or any of their Subsidiaries.

(iii) Neither

of the Borrowers nor any of their Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of

or otherwise located on any Interest any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated

biphenyls.

(iv) None

of the Interests are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)

list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.

(aa) Subsidiary Rights.

The Borrowers or one of their Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law)

to receive dividends and distributions on, all capital securities of their Subsidiaries as owned by any of the Borrowers or such Subsidiary.

(bb) Tax Status.

Each of the Borrowers and each of their Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other

tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental

assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except

those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for

periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of the Borrowers and their Subsidiaries know of no basis

for any such claim. Neither of the Borrowers is operated in such a manner as to qualify as a passive foreign investment Borrowers, as

defined in Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”). The net operating loss carryforwards

(“NOLs”) for United States federal income tax purposes of the consolidated group of which each of the Borrowers is

the common parent, if any, shall not be adversely effected by the transactions contemplated hereby. The transactions contemplated hereby

do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving each of the Borrowers’

ability to utilize such NOLs.

(cc) Internal Accounting

and Disclosure Controls. The ADTX Borrower and each of its Subsidiaries maintains internal

control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general

or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with

GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance

with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared

with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The

ADTX Borrower maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective

in ensuring that information required to be disclosed by the ADTX Borrower in the reports that it files or submits under the 1934 Act

is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without

limitation, controls and procedures designed to ensure that information required to be disclosed by the ADTX Borrower in the reports

that it files or submits under the 1934 Act is accumulated and communicated to the ADTX Borrowers’ management, including its principal

executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required

disclosure. Neither the ADTX Borrower nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental

Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over

financial reporting of the ADTX Borrower or any of its Subsidiaries.

(dd) Off Balance Sheet

Arrangements. There is no transaction, arrangement, or other relationship between the

ADTX Borrower or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by

such Borrower in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse

Effect.

(ee) Investment Company

Status. The Borrowers are not, and upon consummation of the sale of the Securities neither

will be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment

company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment

company” as such terms are defined in the Investment Company Act of 1940, as amended.

(ff) Acknowledgement

Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Borrowers

that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms

thereof, none of the Buyers have been asked by the Borrowers or any of their Subsidiaries to agree, nor has any Buyer agreed with the

Borrowers or any of their Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation,

purchasing or selling, long and/or short) any securities of any of the Borrowers, or “derivative” securities based on securities

issued by the Borrowers or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative”

transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common

Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and

(iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”

transaction. The Borrowers further understand and acknowledge that following the public disclosure of the transactions contemplated by

the Transaction Documents pursuant to the 8-K Filing (as defined below) one or more Buyers may engage in hedging and/or trading activities

(including, without limitation, the location and/or reservation of borrowable shares of Common Stock) at various times during the period

that the Securities are outstanding, including, without limitation, during the periods that such hedging and/or trading activities (including,

without limitation, the location and/or reservation of borrowable shares of Common Stock), if any, can reduce the value of the existing

stockholders’ equity interest in any of the Borrowers both at and after the time the hedging and/or trading activities are being

conducted. The Borrowers acknowledge that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement,

the Notes or any other Transaction Document or any of the documents executed in connection herewith or therewith.

(gg) Manipulation of

Price. Neither of the Borrowers nor any of their Subsidiaries has, and, to the knowledge

of the Borrowers, no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in

the stabilization or manipulation of the price of any security of any of the Borrowers or any of their Subsidiaries to facilitate the

sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of

the Securities, (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of

any of the Borrowers or any of their Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any

securities of the Borrowers or any of their Subsidiaries.

(hh) U.S. Real Property

Holding Corporation. Neither of the Borrowers nor any of their Subsidiaries is, or has

ever been, and so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation

within the meaning of Section 897 of the Code, and the Borrowers and each Subsidiary shall so certify upon any Buyer’s request.

(ii) Transfer

Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar

taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder

will be, or will have been, fully paid or provided for by the Borrowers, and all laws imposing such taxes will be or will have been complied

with.

(jj) Bank Holding Company

Act. Neither of the Borrowers nor any of their Subsidiaries is subject to the Bank Holding

Borrowers Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve

System (the “Federal Reserve”). Neither of the Borrowers nor any of their Subsidiaries or affiliates owns or controls,

directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent

(25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither

of the Borrowers nor any of their Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank

or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(kk) Shell Company

Status. The Borrowers are not, and have never been, an issuer identified in, or subject

to, Rule 144(i).

(ll) Illegal or Unauthorized

Payments; Political Contributions. Neither of the Borrowers nor any of their Subsidiaries

nor, to the best of the Borrowers’ knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors,

employees, agents or other representatives of any of the Borrowers or any of their Subsidiaries or any other business entity or enterprise

with which any of the Borrowers or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized

any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback

or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office

except for personal political contributions not involving the direct or indirect use of funds of any of the Borrowers or any of their

Subsidiaries.

(mm) Money Laundering.

The Borrowers and their Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other

applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive

Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive

Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to

Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

(nn) Management.

Except as set forth in Schedule 3(nn) hereto, during the past five year period, no current or former officer, managing partner,

manager, or director or, to the knowledge of the Borrowers, no current ten percent (10%) or greater stockholder or member, as applicable,

of any of the Borrowers or any of their Subsidiaries has been the subject of:

(i) a

petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or

similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing

of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or within

two years before the time of the filing of such petition or such appointment;

(ii) a

conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate

to driving while intoxicated or driving under the influence);

(iii) any

order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining any such person from, or otherwise limiting, the following activities:

(A) Acting

as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction

merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing,

or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment

company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with

such activity;

(B) Engaging

in any particular type of business practice; or

in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities

laws or commodities laws;

(iv) any

order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting

for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be

associated with persons engaged in any such activity;

(v) a

finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation

or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended

or vacated; or

(vi) a

finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal

commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

(oo) Stock

Option Plans. Each stock option granted by any of the Borrowers was granted (i) in accordance

with the terms of the applicable stock option plan of such Borrower and (ii) with an exercise price at least equal to the fair market

value of the Common Stock or equivalent equity security on the date such stock option would be considered granted under GAAP and applicable

law. No stock option granted under any of the Borrowers’ stock option plan has been backdated. Neither of the Borrowers have knowingly

granted, and there is no and has been no policy or practice of any of the Borrowers to knowingly grant, stock options prior to, or otherwise

knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding any

of the Borrowers or their Subsidiaries or their financial results or prospects.

(pp) No Disagreements

with Accountants and Lawyers. There are no material disagreements of any kind presently

existing, or reasonably anticipated by the Borrowers to arise, between the Borrowers and the accountants and lawyers formerly or presently

employed by the Borrowers and the Borrowers are current with respect to any fees owed to its accountants and lawyers which could affect

any of the Borrowers’ ability to perform any of its obligations under any of the Transaction Documents. In addition, on or prior

to the date hereof, the ADTX Borrower had discussions with its accountants about its financial statements previously filed with the SEC.

Based on those discussions, the ADTX Borrower has no reason to believe that it will need to restate any such financial statements or

any part thereof.

(qq) No Disqualification

Events. With respect to Securities to be offered and sold hereunder in reliance on Rule

506(b) under the 1933 Act (“Regulation D Securities”), none of the Borrowers, any of their predecessors, any affiliated

issuer, any director, executive officer, other officer of any of the Borrowers participating in the offering contemplated hereby, any

beneficial owner of 20% or more of any of the Borrowers’ outstanding voting equity securities, calculated on the basis of voting

power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Borrowers in any capacity at the

time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject

to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification

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

to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Borrowers have complied, to the extent applicable,

with its disclosure obligations under Rule 506(e), and have furnished to the Buyers a copy of any disclosures provided thereunder.

(rr) Other Covered

Persons. The Borrowers are not aware of any Person that has been or will be paid (directly

or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.

(ss) No Additional

Agreements. The Borrowers do not have any agreement or understanding with any Buyer with

respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(tt) Public Utility

Holding Act. None of the Borrowers nor any of their Subsidiaries is a “holding company,”

or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

(uu) Federal Power

Act. None of the Borrowers nor any of their Subsidiaries is subject to regulation as a

“public utility” under the Federal Power Act, as amended.

(vv) Ranking of Notes.

No Indebtedness of any of the Borrowers, at the Closing, will be senior to, or pari passu with, the Notes in right of payment,

whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise.

(ww) Disclosure.

The Borrowers confirm that neither they nor any other Person acting on their behalf has provided any of the Buyers or their agents or

counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning

any of the Borrowers or any of their Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the

other Transaction Documents. The Borrowers understand and confirm that each of the Buyers will rely on the foregoing representations

in effecting transactions in securities of the Borrowers. All disclosure provided to the Buyers regarding the Borrowers and their Subsidiaries,

their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of any

of the Borrowers or any of their Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit

to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they

were made, not misleading. All of the written information furnished after the date hereof by or on behalf of any of the Borrowers or

any of their Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as

a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain

any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in

the light of the circumstances under which they were made, not misleading. Each press release issued by any of the Borrowers or any of

their Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements

therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information

exists with respect to any of the Borrowers or any of their Subsidiaries or its or their business, properties, liabilities, prospects,

operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires

public disclosure at or before the date hereof or announcement by any of the Borrowers but which has not been so publicly disclosed.

The Borrowers acknowledge and agree that no Buyer makes or has made any representations or warranties with respect to the transactions

contemplated hereby other than those specifically set forth in Section 2.

4. COVENANTS.

(a) Reasonable

Best Efforts. Each Party shall use its reasonable best efforts to timely satisfy each

of the covenants hereunder and conditions to be satisfied by it as provided in Section 5 and Section 7 of this Agreement, as applicable.

(b) Form

D and Blue Sky. The ADTX Borrower shall file a Form D with respect to the Securities as

required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Borrowers shall, on or before

the Closing Date, take such action as the Borrowers shall reasonably determine is necessary in order to obtain an exemption for, or to,

qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky”

laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action

so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Borrowers under this Agreement,

the Borrowers shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable

securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws),

and each Party shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating

to the offering and sale of the Securities to the Buyers.

Status. Until the date on which no Notes remain outstanding (the “Reporting Period”),

the ADTX Borrower shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the ADTX Borrower shall

not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder

would no longer require or otherwise permit such termination; provided, however, that any reports required to be filed with the

SEC pursuant to the 1934 Act shall be considered timely if the ADTX Borrower has obtained an extension of time from the SEC to file any

such report, schedule, form, proxy statement, statement or other document, and the ADTX Borrower makes such filing within the applicable

extension period nothing herein; provided, further, that nothing herein shall prohibit the ADTX Borrower from terminating its

reporting obligations in connection with a change of control transaction, merger, tender offer, or other transaction duly approved by

the board of the ADTX Borrower, including any transaction in which the ADTX Borrower becomes a private company, so long as the ADTX Borrower

(x) has complied in all material respects with its reporting obligations through the Closing and (y) complies in all respects with the

terms and conditions of the Notes with respect thereto.

(d) Use

of Proceeds. The Borrowers will use the proceeds from the sale of the Securities as follows:

(x) $25,000 to be used in connection with a certain commercial services agreement of the Ignite Borrower as set forth on Schedule

4(d)(i) attached hereto, and (y) $575,000 for general corporate purposes of the Borrowers, but in any event not, directly or indirectly,

for (i) except as set forth on Schedule 4(d)(ii), the satisfaction of any indebtedness of any of the Borrowers or any of their

Subsidiaries, (ii) the redemption or repurchase of any securities of any of the Borrowers or any of their Subsidiaries, or (iii) the

settlement of any outstanding litigation.

(e) Financial

Information. The ADTX Borrower agrees to send the following to each holder of Notes (each,

an “Investor”) during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available

to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports

on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’

equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration

statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the

SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as

the release thereof, e-mail copies of all press releases issued by the ADTX Borrower or any of its Subsidiaries and (iii) unless the

following are filed with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders

of the ADTX Borrower generally, contemporaneously with the making available or giving thereof to the stockholders.

(f) Fees.

The Borrowers shall pay (or direct the Buyer’s to pay from the Cash Purchase Price) [●], counsel to [●]

(the “Lead Buyer”) and the Collateral Agent, a non-accountable amount of $50,000 for the costs and expenses incurred

in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents.

The Borrowers shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees

or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated

hereby. The Borrowers shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation,

reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except

as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the

sale of the Securities to the Buyers.

(g) Pledge

of Securities. Notwithstanding anything to the contrary contained in this Agreement, the

Borrowers acknowledge and agree that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or

other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer,

sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Borrowers

with any notice thereof or otherwise make any delivery to the Borrowers pursuant to this Agreement or any other Transaction Document,

including, without limitation, Section 2(g) hereof; provided that an Investor and its pledgee shall be required to comply with

the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Borrowers

hereby agree to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge

of the Securities to such pledgee by a Buyer.

(h) Disclosure

of Transactions and Other Material Information.

(i) Disclosure

of Transaction by the ADTX Borrower. The ADTX Borrower shall, on or before the date of this Agreement (the “Disclosure Deadline”),

issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of

the transactions contemplated by the Transaction Documents. On or before the Disclosure Deadline, the ADTX Borrower shall file a Current

Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required

by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of Security

Agreement, the form of Guaranty and the form of Notes) (including all attachments, the “8-K Filing”). From and after

the filing of the 8-K Filing, the Borrowers shall have disclosed all material, non-public information (if any) provided to any of the

Buyers by the Borrowers or any of their Subsidiaries, or any of their officers, directors, employees or agents in connection with the

transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each of the Borrowers

and their Subsidiaries acknowledge and agree that any and all confidentiality or similar obligations under any agreement, whether written

or oral, between the Borrowers, or any of their respective Subsidiaries, or any of their respective officers, directors, affiliates, employees

or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.

(ii) Limitations

on Disclosure by the Borrowers. The Borrowers shall not, and shall direct their Subsidiaries, officers, directors, employees and agents

not to, provide any Buyer with any material, non-public information regarding the Borrowers or any of their respective Subsidiaries from

and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s

sole discretion). In the event of a breach of the foregoing covenants in addition to any other remedy provided herein or in the Transaction

Documents, such Buyer shall have the right to require the Borrowers to make a public disclosure, within one (1) Business Day of any such

request, of such breach or such material, non-public information, as applicable; provided, that if the Borrowers fail to timely make such

disclosure, such Buyer shall have the right to make such disclosure in the form of a press release, public advertisement or otherwise,

of such breach or such material, non-public information, as applicable. No Buyer shall have any liability to the Borrowers, or any of

their Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such

disclosure. To the extent that the Borrowers or any of their Subsidiaries, or any of its or their respective officers, directors, employees,

affiliates, stockholders or agents, delivers any material, non-public information to a Buyer without such Buyer’s consent, the Borrowers

and each Subsidiary hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty

not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither of the Borrowers, nor any of their

Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated

hereby; provided, however, the Borrowers shall be entitled, without the prior approval of any Buyer, to make the Press Release and any

press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously

therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted

by the Borrowers in connection with any such press release or other public disclosure prior to its release). Without the prior written

consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), except as otherwise required

by law, the Borrowers shall not (and shall cause each of their Subsidiaries and affiliates to not) disclose the name of such Buyer in

any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication

that the contrary would otherwise be true, each of the Borrowers and their Subsidiaries expressly acknowledges and agrees that no Buyer

shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed

by the Borrowers or any of their Subsidiaries, as applicable, and such particular Buyer (it being understood and agreed that no Buyer

may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of,

any material, non-public information regarding the Borrowers or any of their Subsidiaries.

(i) Conduct

of Business. The business of the Borrowers and their Subsidiaries shall not be conducted

in violation of any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected

to result, either individually or in the aggregate, in a Material Adverse Effect.

(j) Restriction

on Redemption and Cash Dividends. So long as any Notes are outstanding, the Borrowers

shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of any of the Borrowers

without the prior express written consent of the Buyers.

(k) Passive

Foreign Investment Company. The Borrowers shall conduct their respective businesses, and

shall cause their Subsidiaries to conduct their respective businesses, in such a manner as will ensure that the Borrowers will not be

deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the Code.

(l) Corporate

Existence. So long as any Buyer beneficially owns any Notes, neither of the Borrowers

shall be party to any Fundamental Transaction (as defined in the Notes) unless such Borrower is in compliance with the applicable provisions

governing Fundamental Transactions set forth in the Notes.

(m) Regulation

M. The Borrowers will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the

Securities contemplated hereby.

(n) General

Solicitation. None of the Borrowers, any of their affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on

behalf of the Borrowers or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form of general

solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice or other communication

published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees

have been invited by any general solicitation or general advertising.

(o) Integration.

None of the Borrowers, any of their affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Borrowers

or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in

the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities

under the 1933 Act or require stockholder approval under the rules and regulations of the Principal Market and the Borrowers will take

all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the

1933 Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated hereby.

(p) Notice

of Disqualification Events. The Borrowers will notify the Buyers in writing, prior to

the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage

of time, become a Disqualification Event relating to any Issuer Covered Person.

(q) Collateral

Agent. Each Buyer hereby (i) appoints [●], as the collateral agent hereunder and under the other Security Documents

(in such capacity, the “Collateral Agent”), and (ii) authorizes the Collateral Agent (and its officers, directors,

employees and agents) to take such action on such Buyer’s behalf in accordance with the terms hereof and thereof. The Collateral

Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Buyer. Neither

the Collateral Agent nor any of its officers, directors, employees or agents shall have any liability to any Buyer for any action taken

or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or

willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers,

directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages,

liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’

fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in

connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto

or any of the Security Documents. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall

be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions

of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Collateral Agent

shall not be required to take any action which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability

or which is contrary to this Agreement or any other Transaction Document or applicable law. The Collateral Agent shall be entitled to

rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith

to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this

Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

(r) Successor

Collateral Agent.

(i) The

Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at

any time by giving at least ten (10) Business Days’ prior written notice to the Borrowers and each holder of Notes. Such resignation

shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise

provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal

amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder

and under the other Transaction Documents.

(ii) Upon

any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any

appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become

vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its

duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal

hereunder as the collateral agent, the provisions of this Section 4(r) shall inure to its benefit as to any actions taken or omitted to

be taken by it while it was the Collateral Agent under this Agreement and the other Transaction Documents.

(iii) If

a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation

or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time,

if any, as the Required Holders appoint a successor collateral agent as provided above.

(iv) In

the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(r) that is not a Buyer or an affiliate

of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Borrowers that they or it

wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(r)), the Borrowers and each Subsidiary thereof

covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor),

as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion,

including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having

the Borrowers and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms

and by each of the Borrowers and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment

to the Security Documents reasonably requested or required by the successor Collateral Agent.

(s) Closing

Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Borrowers

agree to deliver, or cause to be delivered, to each Buyer and [●] a complete closing set of the executed Transaction Documents,

Securities and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

5. REGISTER;

LEGEND.

(a) Register.

The Borrowers shall maintain at its principal executive offices (or such other office or agency of any of the Borrowers as it may designate

by notice to each holder of Securities), a register for the Notes in which the Borrowers shall record the name and address of the Person

in whose name the Notes have been issued (including the name and address of each transferee), the principal amount of the Notes held

by such Person. The Borrowers shall keep the register open and available at all times during business hours for inspection of any Buyer

or its legal representatives.

(b) Legends.

Each Buyer understands that the Securities have been issued pursuant to an exemption from registration or qualification under the 1933

Act and applicable state securities laws, and except as set forth below, the Securities shall bear any legend as required by the “blue

sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against

transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

HAVE NOT 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 BORROWERS), IN A FORM REASONABLY

ACCEPTABLE TO THE BORROWERS, 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.

of Legends. Certificates evidencing Securities shall not be required to contain the legend

set forth in Section 5(b) above or any other legend (i) while a registration statement covering the resale of such Securities is

effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate

of any of the Borrowers), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Buyer

provides the Borrowers with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which

shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under

Rule 144), provided that such Buyer provides the Borrowers with an opinion of counsel to such Buyer, in a generally acceptable form,

to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements

of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling

judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Borrowers

shall no later than two (2) Trading Days (as defined in the Notes) (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 date such Buyer delivers such legended certificate

representing such Securities to the Borrowers) following the delivery by a Buyer to the Borrowers or the transfer agent (with notice

to the Borrowers) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed,

and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such

Buyer as may be required above in this Section 5(c), issue and deliver (via reputable overnight courier) to such Buyer, a certificate

representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee.

The Borrowers shall be responsible for any fees with respect to any issuance of Securities or the removal of any legends with respect

to any Securities in accordance herewith.

6. CONDITIONS

TO THE BORROWERS’S OBLIGATION TO SELL.

(a) The

obligation of the Borrowers hereunder to issue and sell the Notes to each Buyer at the Closing is subject to the satisfaction, at or

before the Closing Date, of each of the following conditions, provided that these conditions are for each of the Borrower’s sole

benefit and may be waived by the Borrowers at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(i) Such

Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Borrowers.

(ii) Such

Buyer and each other Buyer shall have delivered to the Borrowers the Purchase Price (less, in the case of any Buyer, the amounts withheld

pursuant to Section 4(f)) (and/or cancelled and surrendered Existing Notes in satisfaction of, as applicable) for the Notes being

purchased by such Buyer at the Closing and, to the extent all, or any part, of any such Buyer’s Purchase Price is being satisfied

in cash, such Cash Purchase Price shall have been satisfied in cash by wire transfer of immediately available funds in accordance with

the Flow of Funds Letter.

(iii) The

representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the

Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which

shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects

with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at

or prior to the Closing Date.

7. CONDITIONS

TO EACH BUYER’S OBLIGATION TO PURCHASE.

(a) The

obligation of each Buyer hereunder to purchase its Note at the Closing is subject to the satisfaction, at or before the Closing Date,

of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such

Buyer at any time in its sole discretion by providing the Borrowers with prior written notice thereof:

(i) The

Borrowers and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents

to which it is a party and the Borrowers shall have duly executed and delivered to such Buyer a Note in such original principal amount

as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers as being purchased by such Buyer at the Closing

pursuant to this Agreement; provided, that, each Note other than such Note issued to the Lead Buyer (such Notes, the “Rollover

Notes”) shall be delivered within two (2) Business Days after the Closing Date.

(ii) Such

Buyer shall have received the opinion of [●], the Borrowers’ counsel, dated as of the Closing Date, in the form acceptable

to such Buyer.

(iii) [Reserved.]

(iv) The

Borrowers shall have delivered to such Buyer a certificate evidencing each of the Borrowers’ qualification as a foreign corporation

and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which each Borrower conducts business

and is required to so qualify, as of a date within ten (10) days of the Closing Date.

(v) The

Borrowers shall have delivered to such Buyer a certified copy of the certificate of incorporation (or such equivalent organizational document)

as certified by the Secretary of State (or comparable office) of such Borrower’s jurisdiction of incorporation within ten (10) days

of the Closing Date.

(vi) [Reserved.]

(vii) The

Borrowers shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Borrowers

and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(a) as adopted by the Borrowers’ board

of directors (or equivalent governing body) in a form reasonably acceptable to such Buyer, and (ii) the Organizational Documents of each

Borrower, as in effect at the Closing.

(viii) Each

and every representation and warranty of the Borrowers shall be true and correct in all material respects (except for representations

and warranties qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when

made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific

date, which shall be true and correct as of such specific date) and the Borrowers shall have performed, satisfied and complied in all

respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Borrowers at or prior

to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of each of the Borrowers,

dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the

form acceptable to such Buyer.

(ix) The

Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended,

as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the

Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling

below the minimum maintenance requirements of the Principal Market.

(x) The

Borrowers shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the

Securities, including without limitation, those required by the Principal Market, if any.

(xi) No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by

any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by

the Transaction Documents.

(xii) Since

the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material

Adverse Effect.

(xiii) In

accordance with the terms of the Security Documents, the Borrowers shall have delivered to the Collateral Agent (A) original certificates

(I) representing the Pledged Equity to the extent the Ignite Borrower has certificated equity and (II) representing all other equity interests

and all promissory notes required to be pledged thereunder, in each case, accompanied by undated stock powers and allonges executed in

blank and other proper instruments of transfer and (B) appropriate financing statements on Form UCC-1 to be duly filed in such office

or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be

created by each Security Document.

(xiv) Within

two (2) Business Days prior to the Closing, the Borrowers shall have delivered or caused to be delivered to each Buyer and the Collateral

Agent (A) certified copies of requests for copies of information on Form UCC-11, listing all effective financing statements which name

as debtor the Borrowers or any of their Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion

of the Collateral Agent or the Buyers, desirable to perfect the security interests purported to be created by the Security Agreement,

together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall

cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax Lien and judgment Lien filed

against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent and the Buyers, shall

not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Ignite Borrower and each of their Subsidiaries,

in form and substance satisfactory to the Buyers, dated as of the Closing Date (the “Perfection Certificate”).

(xv) The

Collateral Agent shall have received the Security Agreement, duly executed by the Ignite Borrower and each of their Subsidiaries, together

with the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder,

accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer.

(xvi) With

respect to the Intellectual Property Rights, if any, of the Borrowers or any of their Subsidiaries, the Borrowers and/or such Subsidiaries,

as applicable, shall have duly executed and delivered to such Buyer each Intellectual Property Security Agreement of the Borrowers and

their Subsidiaries, in the form attached as Exhibit A to the Security Agreement.

(xvii) The

Collateral Agent shall have received the Pledge Agreement, duly executed by the ADTX Borrower, together with the original stock certificates

representing the Pledged Equity, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer.

(xviii) Such

Buyer shall have received a letter on the letterhead of the Borrowers, duly executed by the Chief Executive Officer of the Borrowers,

setting forth the wire amounts of each Buyer with a Cash Purchase Price and the wire transfer instructions of the Borrowers (the “Flow

of Funds Letter”).

(xix) The

Borrowers and their Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the

transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

8. TERMINATION.

In the event that the Closing

shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the right to terminate

its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability

of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be

available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the

result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes shall be applicable

only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Borrowers

under this Agreement to reimburse such Buyer for the expenses described in Section 4(f) above. Nothing contained in this Section 8

shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or

the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations

under this Agreement or the other Transaction Documents.

9. MISCELLANEOUS.

(a) Governing

Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement

and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any provision

or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Delaware. Each of the Parties 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 under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, 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. Each party 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 such party at the address for such notices to it under this Agreement and agrees that

such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to

limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude

any Party from bringing suit or taking other legal action against any Party in any other jurisdiction to collect on any Party’s

obligations to such Party or to enforce a judgment or other court ruling in favor of such Party. EACH PARTY 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 UNDER ANY OTHER TRANSACTION

DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY

OR THEREBY.

(b) Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature

is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature

page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)

with the same force and effect as if such signature page were an original thereof.

Gender. The headings of this Agreement are for convenience of reference and shall not

form part of, or affect the interpretation of, this Agreement. 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 Agreement

instead of just the provision in which they are found.

(d) Severability;

Maximum Payment Amounts. If any provision of this Agreement 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 Agreement so long as this Agreement

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).

Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that

the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Borrowers

and/or any of their Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents

(including without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts

permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant

the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment

or collection shall be deemed to have been made by mutual mistake of such Buyer, the Borrowers and their Subsidiaries and such amount

shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would

not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at

the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or

actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses

or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held

to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts

shall be pro-rated over the period of time to which they relate.

(e) Entire

Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules

and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written

agreements between the Buyers, the Borrowers, their Subsidiaries, their affiliates and Persons acting on their behalf, including, without

limitation, any transactions by any Buyer with respect to Common Stock or the Securities, and the other matters contained herein and

therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments

referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein and therein;

provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect

on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the Borrowers or any of their Subsidiaries

prior to the date hereof with respect to any prior investment made by such Buyer in the Borrowers or (ii) waive, alter, modify or amend

in any respect any obligations of the Borrowers or any of their Subsidiaries, or any rights of or benefits to any Buyer or any other

Person, in any agreement entered into prior to the date hereof between or among the Borrowers and/or any of their Subsidiaries and any

Buyer, or any instruments any Buyer received from the Borrowers and/or any of their Subsidiaries prior to the date hereof, and all such

agreements and instruments shall continue in full force and effect. Except as specifically set forth herein or therein, neither of the

Borrowers nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. For clarification purposes,

the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in writing signed

by the Borrowers and the Required Holders (as defined below), and any amendment to any provision of this Agreement made in conformity

with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities, as applicable; provided that

no such amendment shall be effective to the extent that it (A) applies to less than all of the holders of the Securities then outstanding

or (B) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld

in such Buyer’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative

of the waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of

this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities,

as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the

Securities then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer

without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion); and

provided further that the provisions of Sections 4(q) and 4(r) above cannot be amended or waived without the additional prior written

approval of the Collateral Agent or its successor. No consideration (other than reimbursement of legal fees) shall be offered or paid

to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration

also is offered to all of the parties to the Transaction Documents, all holders of the Notes. From the date hereof and while any Notes

are outstanding, the Borrowers shall not be permitted to receive any consideration from a Buyer or a holder of Notes that is not otherwise

contemplated by the Transaction Documents in order to, directly or indirectly, induce the Borrowers or any Subsidiary (i) to treat such

Buyer or holder of Notes in a manner that is more favorable than to other similarly situated Buyers or holders of Notes, as applicable,

or (ii) to treat any Buyer(s) or holder(s) of Notes in a manner that is less favorable than the Buyer or holder of Notes that is paying

such consideration; provided, however, that the determination of whether a Buyer has been treated more or less favorably than another

Buyer shall disregard any securities of the Borrowers purchased or sold by any Buyer. The Borrowers have not, directly or indirectly,

made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents

except as set forth in the Transaction Documents. Without limiting the foregoing, the Borrowers confirm that, except as set forth in

this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Borrowers, any

Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Borrowers expressly acknowledge and

agree that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives

shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Borrowers’

representations and warranties contained in this Agreement or any other Transaction Document and (y) unless a provision of this Agreement

or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,” nothing

contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be

an exception to any of, the Borrowers’ representations and warranties contained in this Agreement or any other Transaction Document.

“Required Holders” means (I) prior to the Closing Date, each Buyer entitled to purchase Notes at the Closing and (II)

on or after the Closing Date, holders of a majority of aggregate principal amount of the Notes then outstanding.

(f)

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement

must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent

by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending

party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered

to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in

each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall

be:

If to the Borrowers:

Aditxt, Inc.

2569 Wyandotte Street, Suite 101

Mountain View, CA 94043

Telephone: [●]

Attention: [●]

E-Mail: [●]

and

Ignite Proteomics LLC

2569 Wyandotte Street, Suite 101

Mountain View, CA 94043

Telephone: [●]

Attention: [●]

E-Mail: [●]

with a copy (for informational purposes only) to:

[●]

If to a Buyer, to its mailing address and e-mail

address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,

with a copy (for informational purposes only) to:

[●]

or to such other mailing address and/or e-mail

address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party

five (5) days prior to the effectiveness of such change, provided that [●] shall only be provided copies of notices sent to

the Lead Buyer and the Collateral Agent. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or

other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s

e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt

from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties

and their respective successors and assigns, including any purchasers of any of the Notes. The Borrowers shall not assign this Agreement

or any rights or obligations hereunder without the prior written consent of the Required Holders, including, without limitation, by way

of a Fundamental Transaction (as defined in the Notes) (unless the Borrowers are in compliance with the applicable provisions governing

Fundamental Transactions set forth in the Notes). A Buyer may assign some or all of its rights hereunder in connection with any transfer

of any of its Securities without the consent of the Borrowers, in which event such assignee shall be deemed to be a Buyer hereunder with

respect to such assigned rights.

(h) No

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto

and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any

other Person, other than the Indemnitees referred to in Section 9(k).

(i) Survival.

The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own

representations, warranties, agreements and covenants hereunder.

(j) Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such

further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other

party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the

transactions contemplated hereby.

(k) Indemnification.

(i) In

consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in

addition to all of the Borrowers’ other obligations under the Transaction Documents, the Borrowers shall, jointly and severally,

defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members,

officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives

(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the

“Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees,

liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for

which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified

Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach

of any representation or warranty made by the Borrowers or any Subsidiary in any of the Transaction Documents, (ii) any breach of any

covenant, agreement or obligation of the Borrowers or any Subsidiary contained in any of the Transaction Documents or (iii) any cause

of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative

action brought on behalf of the Borrowers or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results

from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be

financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure properly

made by such Buyer pursuant to Section 4(h), or (D) the status of such Buyer or holder of the Securities either as an investor in

the Borrowers pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without

limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that

the foregoing undertaking by the Borrowers may be unenforceable for any reason, the Borrowers shall make the maximum contribution to the

payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(ii) Promptly

after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental

action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against the

Borrowers under this Section 9(k), deliver to the Borrowers a written notice of the commencement thereof, and the Borrowers shall have

the right to participate in, and, to the extent the Borrowers so desires, to assume control of the defense thereof with counsel mutually

satisfactory to the Borrowers and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel

with the fees and expenses of such counsel to be paid by the Borrowers if: (A) the Borrowers have agreed in writing to pay such fees and

expenses; (B) the Borrowers shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably

satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including

any impleaded parties) include both such Indemnitee and the Borrowers, and such Indemnitee shall have been advised by counsel that a conflict

of interest is likely to exist if the same counsel were to represent such Indemnitee and the Borrowers (in which case, if such Indemnitee

notifies the Borrowers in writing that it elects to employ separate counsel at the expense of the Borrowers, then the Borrowers shall

not have the right to assume the defense thereof and such counsel shall be at the expense of the Borrowers), provided further, that in

the case of clause (C) above the Borrowers shall not be responsible for the reasonable fees and expenses of more than one (1) separate

legal counsel for the Indemnitees. The Indemnitee shall reasonably cooperate with the Borrowers in connection with any negotiation or

defense of any such action or Indemnified Liability by the Borrowers and shall furnish to the Borrowers all information reasonably available

to the Indemnitee which relates to such action or Indemnified Liability. The Borrowers shall keep the Indemnitee reasonably apprised at

all times as to the status of the defense or any settlement negotiations with respect thereto. The Borrowers shall not be liable for any

settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Borrowers shall

not unreasonably withhold, delay or condition its consent. The Borrowers shall not, without the prior written consent of the Indemnitee,

consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof

the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability or

litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as

provided for hereunder, the Borrowers shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or

corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Borrowers within

a reasonable time of the commencement of any such action shall not relieve the Borrowers of any liability to the Indemnitee under this

Section 9(k), except to the extent that the Borrowers is materially and adversely prejudiced in its ability to defend such action.

(iii) The

indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, within ten (10) days after bills are received or Indemnified Liabilities are incurred.

(iv) The

indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the Borrowers

or others, and (B) any liabilities the Borrowers may be subject to pursuant to the law.

(l) Construction.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules

of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability

of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers

in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding

anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or

warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability

of, and/or securing of, securities of the Borrowers in order for such Buyer (or its broker or other financial representative) to effect

short sales or similar transactions in the future.

(m) Construction.