Form 8-K

8-K — OneMeta Inc.

Accession: 0001493152-26-016505

Filed: 2026-04-14

Period: 2026-04-09

CIK: 0001388295

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001388295

2026-04-09

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 9, 2026

OneMeta

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

000-56565

20-5150818

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

450

South 400 East, Suite 200, Bountiful, UT

84010

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: 702-550-0122

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 (see General Instruction A.2. below):

☐

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: None

Indicate

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

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

Emerging

growth company ☒

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

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

Item

1.01

Entry

into a Definitive Material Agreement

April 9, 2026, OneMeta Inc. (the “Company”) issued a warrant (the “Warrant”) to Avaya LLC (“Avaya”)

to purchase up to 22,222,222 shares of common stock of the Company at an exercise price of $0.135 per share (the “Exercise Price”)

at any time on and after April 9, 2026 until April 8, 2036. The Warrant is exercisable on a cash or cashless basis and the exercise price

is subject to adjustment under certain circumstances.

addition, the holder of the Warrant shall have observer rights with respect to meetings of the Company’s Board of Directors.

April 9, 2026, the Company and Avaya entered into a registration rights agreement (the “RRA”) pursuant to which the Company

granted demand and piggyback registration rights to Avaya with respect to the shares of common stock underlying the Warrant.

The foregoing descriptions of the Warrant and the Registration Rights Agreement are not complete and are qualified in their entirety

by reference to the full text of the Warrant and the Registration Rights Agreement copies of which are filed as Exhibits 4.1 and 10.1,

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

Item

3.02 Unregistered

Sale of Equity Securities

The

information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Warrant is

incorporated by reference herein in its entirety. The Company issued the Warrant in reliance upon the exemption from registration provided

by Section 4(a)(2) of the Securities Act. of 1933, as

amended and/or Rule 506 of Regulation D promulgated thereunder.

Item

9.01 Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Form of Warrant

10.1

Registration Rights Agreement between OneMeta Inc. and Avaya LLC dated April 9, 2026

104

Cover

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

-2-

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.

ONEMETA

INC.

Date:

April 14, 2026

By:

/s/

Saul Leal

Saul

Leal

CEO

-3-

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

Execution

Version

THIS

WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED

FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION

OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV)

THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF

DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

WARRANT

TO PURCHASE COMMON STOCK

Number

of Shares:

22,222,222

(subject

to adjustment)

Warrant

No. W03

Original

Issue Date: April 9, 2026

OneMeta

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

and sufficiency of which are hereby acknowledged, Avaya LLC or its registered assigns (the “Holder”), is entitled,

subject to the terms set forth below, to purchase from the Company up to a total of 22,222,222 shares of common stock, $0.001 par value

per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such

shares, the “Warrant Shares”), at an exercise price per share equal to $0.135 (the “Exercise Price”),

in each case as adjusted from time to time as provided in Section 9, upon surrender of this Warrant to Purchase Common Stock (including

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

and from time to time on or after April 9, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m.

(New York City time) on April 8, 2036 (the “Termination Date”) but not thereafter.

This

Warrant is issued pursuant to that certain Warrant Purchase Agreement, dated April 9, 2026, by and between the Company and the

Holder.

Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled

by or is under common control with such Person.

“Attribution

Parties” means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii)

any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof,

directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (iii) any

Person acting or who could be deemed to be acting as a Group together with the Holder or any Attribution Parties and (iv) any other Persons

whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and/or any other

Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to

subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

“Board

of Directors” means the Board of Directors of the Company.

“Change

of Control” means any transaction or series of related transactions in which either: (i) any “person” or “group”

(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more

than fifty percent (50%) of the voting power of the outstanding securities of the Company entitled to vote in the election of directors

(other than any acquisition by an employee benefit plan or by existing equity holders in a purely internal reorganization); or (ii) the

Company consolidates or merges with or into any other entity, or any other entity consolidates or merges with or into the Company, in

any such case pursuant to a transaction in which more than fifty percent (50%) of the voting power of the outstanding securities of the

surviving or resulting entity immediately after such consolidation or merger is not held, directly or indirectly, by the holders of the

Company’s voting securities immediately prior to such consolidation or merger; or (iii) there is a sale, lease, exclusive license,

or other disposition of all or substantially all of the consolidated assets of the Company (other than to an Affiliate for bona fide

internal reorganization purposes).

“Closing

Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market

for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended

hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City

time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter

market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot

be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date

shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree

upon the fair market value of such security, then the Board of Directors shall use its good faith judgment to determine the fair market

value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable

calculation period.

“Commission”

means the U.S. Securities and Exchange Commission.

“Competitor”

means those Persons listed on Exhibit A hereto.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Group”

shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated or

unincorporated association, joint venture, government (or an agency or subdivision thereof) or any other entity or organization.

“Principal

Trading Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed

on and quoted for trading, which, as of the Original Issue Date, shall be the OTCQB Venture Market.

“Securities

Act” means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market

with respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original

Issue Date was “T+1.”

“Trading

Day” means any weekday on which the Principal Trading Market is normally open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transfer

Agent” means Securitize LLC, the Company’s transfer agent and registrar for the Common Stock, and any successor appointed

in such capacity.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

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

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company. For purposes of this Warrant, any reference to VWAP for a specified period shall mean

the arithmetic average of the VWAPs for each Trading Day during such period.

2. Issuance

of Securities; Registration of Warrants. The Company shall register ownership of this Warrant, upon records to be maintained

by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include

the initial Holder or, as the case may be, any assignee to which this Warrant is permissibly assigned hereunder) from time to time.

The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise

hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3. Registration

of Transfers. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

to pay any transfer taxes payable upon the making of such transfer. Subject to compliance with all applicable securities laws, the Company

shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon

surrender of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant

to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing

the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this

Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof

shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder

has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s

own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the

registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.

4. Exercise

of Warrants.

(a) All

or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant (including Section

11) at any time and from time to time on or after the Initial Exercise Date and on or before the Termination Date.

(b) The

Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto

(the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant

Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the

Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as determined

in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver

the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect

as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant

Shares, if any. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such

purchases. The Company shall deliver any objection to any Exercise Notice within two (2) Trading Days of receipt of such notice.

Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this section, following

the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given

time may be less than the amount stated on the face hereof.

5. Delivery

of Warrant Shares.

(a) Upon

exercise of this Warrant, the Company shall promptly (but in no event later than the number of Trading Days comprising the Standard Settlement

Period following the Exercise Date), upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares

of Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise

Shares”) to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)

through its Deposit Withdrawal At Custodian system or (ii) in book-entry form via a direct registration system (“DRS”)

maintained by or on behalf of the Transfer Agent, in each case, so long as either (A) there is an effective registration statement permitting

the issuance of the Warrant Shares to or the resale of such Warrant Shares by the Holder or (B) the Exercise Shares are eligible for

resale by the Holder without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act (assuming

cashless exercise of this Warrant). If (A) and (B) above are not true, the Company shall cause the Transfer Agent to either (i) record

the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate

legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the address as specified

in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder or its

designee in restricted book-entry form in the Company’s share register. The Holder, or any Person so designated by the Holder to

receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective

of the date such Warrant Shares are credited to the Holder’s DTC account, the date of the book entry positions or the date of delivery

of the certificates evidencing such Exercise Shares, as the case may be.

(b) In

addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to deliver to the Holder or its

designee Exercise Shares in the manner required pursuant to Section 5(a) within the Standard Settlement Period following the Exercise

Date (other than a failure caused by incorrect or incomplete information provided by the Holder to the Company) and the Holder or the

Holder’s broker on its behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction

of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”)

but did not receive within the Standard Settlement Period, then the Company shall, within two (2) Trading Days after the Holder’s

request and in the Holder’s sole discretion, promptly honor its obligation to deliver to the Holder or its designee the Exercise

Shares pursuant to Section 5(a) and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase

price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In, less the product of (A) the

number of shares of Common Stock purchased in the Buy-In, times (B) the Closing Sale Price of a share of Common Stock on the Exercise

Date. The Holder shall provide the Company written notice promptly after the occurrence of a Buy-In, indicating the amounts payable to

the Holder in respect of the Buy-In together with applicable confirmations and other evidence reasonably requested by the Company.

the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in

accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional,

irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,

the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation

or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or

alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such

obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein

shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,

a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares;

provided, however, that the Holder shall not be entitled to both (i) require the Company to reinstate the portion of the Warrant and

equivalent number of Warrant Shares for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock

that would have been issued if the Company had timely complied with its delivery requirements under Section 5(a).

6. Charges,

Taxes and Expenses. Issuance and delivery of Exercise Shares shall be made without charge to the Holder for any issue or transfer

tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such

shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay

any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other

than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result

of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7. Replacement

of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange

and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt

of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and

reasonable contractual indemnity, if requested by the Company. If a New Warrant is requested as a result of a mutilation of this Warrant,

then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue

the New Warrant.

8. Reservation

of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available

out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue

Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable

upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the

Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable

and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and

validly authorized, issued and fully paid and non-assessable. The Company will take all such action as may be reasonably necessary to

assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of

any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. The Company further

covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par value of the Common

Stock at any time while this Warrant is outstanding.

9. Certain

Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant (the “Number of

Warrant Shares”) are subject to adjustment from time to time as set forth in this Section 9.

(a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock

or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with

the terms of such stock on the Original Issue Date or as amended, that is payable in shares of Common Stock, (ii) subdivides its outstanding

shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller

number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock

of the Company, then in each such case the Number of Warrant Shares shall be multiplied by a fraction, the numerator of which shall be

the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares

of Common Stock outstanding immediately before such event. Any adjustment made pursuant to clause (i) of this paragraph shall become

effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,

provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the

Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of

Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant

to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination

or issuance.

(b) Stock

Issuances, In the event the Company issues additional shares of Common Stock, excluding any Excluded Securities (as defined below)

granted, issued or sold or deemed to have been granted issued or sold, (i) for a consideration per share less than the Exercise Price

(as adjusted pursuant to this Warrant), or (ii) the VWAP from any consecutive one hundred eighty day period (the “180 Day

VWAP”) is below the Exercise Price, then the Exercise Price shall automatically be reduced, without further action of the

parties, to the consideration per share or such 180 Day VWAP (as applicable); provided that (a) if such issuance was without consideration,

then the Company shall be deemed to have received an aggregate of $0.001 of consideration for each such share, and (b) once reduced,

the Exercise Price shall not be increased, except as set forth under Section 9(a). The Company shall provide written acknowledgement

of the revised Exercise Price at the request of the Investor.

Rights. If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible Securities

or rights to purchase stock, warrants, securities or other property, to any Person, other than Excluded Securities (except for Excluded

Securities that are Excluded Securities under clause (i) of the definition thereof) (the “Purchase Rights”), then

the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder

could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately

before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the

date as of which such shares of Common Stock are granted, issued or sold to such Person; provided, that to the extent that

the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding

the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be

entitled to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and

at the Holder’s election, in its sole discretion, either (1) such Purchase Right to such extent shall be held in abeyance for the

benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties

exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued

or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if

there had been no such limitation) or (2) the Company shall offer the Holder the right upon exercise of such Purchase Right to acquire

a security (e.g. a pre-funded warrant) that would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage

but will otherwise to the extent possible have economic and other rights, preferences and privileges substantially consistent and on

par with the securities or other property issuable upon exercise of the originally offered Purchase Rights. ). As used in this Section

9(c), (i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock

or Convertible Securities and (ii) “Convertible Securities” mean any stock or securities (other than Options) directly

or indirectly convertible into or exercisable or exchangeable for shares of Common Stock. As used in this Warrant, (i) “Excluded

Securities” means (a) up to $1 million of shares of Common Stock or securities convertible into shares of Common Stock issued

during any consecutive 12-month period, provided that (x) the consideration received for each such share of Common Stock on an as converted

basis is not less than an amount equal to 90% of the Exercise Price (as adjusted from time to time), and (y) the Excluded Securities

are not issued to a Competitor of the Holder, (b) shares issued as a dividend or distribution, (c) shares of Common Stock issued upon

grant of an option issued pursuant to an Approved Stock Plan, or (d) shares of Common Stock issued pursuant to a convertible security

issued prior to the date of the Warrant, and (ii) “Approved Stock Plan” means any employee benefit plan which has

been approved by the Board of Directors prior to or subsequent to the date hereof pursuant to which shares of Common Stock or other awards

convertible, exercisable for or exchangeable for shares of Common Stock may be issued to any employee, officer, director or other service

provider for services provided to the Company and/or a subsidiary of the Company in their capacity as such

(d) Fundamental

Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company

with or into another Person, in which the Company is not the surviving entity or in which the stockholders of the Company immediately

prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately

after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in

one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person),

holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company

or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another

Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except for any such

transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions,

the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock

or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,

cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)

(in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have

the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled

to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the

holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (including any Purchase Rights then held in

abeyance pursuant to Sections 9(c) above) without regard to any limitations on exercise contained herein (the “Alternate

Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity

or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company

provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or

simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser

of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the

foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph

(d) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction type. If the Company undertakes a Fundamental

Transaction in which the Company is not the surviving entity and the Alternate Consideration includes securities of another Person, then

the Company shall provide that, prior to or simultaneously with the consummation of such Fundamental Transaction, any successor to the

Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to

the Holder such Alternate Consideration as the Holder is entitled to receive in accordance with the foregoing provisions, and to assume

the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply to subsequent transactions

analogous of a Fundamental Transaction type.

(e) Change

of Control. The Company and the Holder are party to that certain Reseller Agreement, dated on or about the Original Issue Date (the

“Reseller Agreement”). If, at any time during the Term (as defined in the Reseller Agreement), the Company effects

or determines to effect a Change of Control, the Company shall provide to the Holder the prior notice required by Section 9(i).

Following receipt of such notice, by notice to the Company, the Holder may elect, at its sole discretion, to convert all or any portion

of the unused Credit (as defined in the Reseller Agreement) applied to increase the Number of Warrant Shares by a number of shares of

Common Stock equal to the amount of the unused Credit to be applied divided by the then-current Exercise Price (after giving effect to

any other adjustments provided for in this Section 9 in relation to the proposed transaction) (the “Additional Warrant

Shares”), with the amount of such unused Credit to be credited against the Exercise Price for any subsequent exercise(s) of

the Warrant. Such increase in the number of Warrant Shares shall be effective immediately prior to the consummation of the Change of

Control without further action by the Holder or the Company, subject to the consummation of the Change of Control. For the avoidance

of doubt, if such Change of Control also constitutes a Fundamental Transaction, the Additional Warrant Shares shall be included in the

number of Warrant Shares then issuable upon conversion of this Warrant for purposes of determining the Alternate Considerations in accordance

with Section 9(d).

(f) Number

of Warrant Shares. Simultaneously with any adjustment to the Number of Warrant Shares pursuant to this Section 9, other than

an adjustment pursuant to Section 9(e), the Exercise Price shall be increased or decreased proportionately, so that after such

adjustment the aggregate Exercise Price payable hereunder for the increased or decreased Number of Warrant Shares shall be the same as

the aggregate Exercise Price in effect immediately prior to such adjustment. Notwithstanding the foregoing, in no event may the Exercise

Price be adjusted below the par value of the Common Stock then in effect.

(g) Calculations.

All calculations under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.

(h) Notice

of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the

written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare

a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant

Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments

and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of

each such certificate to the Holder and to the Company’s transfer agent.

(i) Notice

of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash,

securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe

for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating

or solicits stockholder approval for any Change of Control, Fundamental Transaction or an initial public offering, (iii) authorizes the

voluntary dissolution, liquidation or winding up of the affairs of the Company or (iv) will no longer file periodic reports with the

SEC, then the Company shall deliver to the Holder a notice of such transaction at least the following number days prior to the applicable

record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction

(the “Applicable Date”): at any time at which the exercise limitation provided in Section 11 would prevent

the exercise in full of the Warrant, such notice shall be provided at least 70 days prior to the Applicable Date, and (ii) at any other

time, such notice shall be provided at least 10 days prior to the Applicable Date; provided, however, that the failure to deliver such

notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice. Holder agrees

to maintain any information disclosed pursuant to this Section 9(i) in confidence until such information is publicly available,

and shall comply with applicable law with respect to trading in the Company’s securities following receipt of any such information.

(j) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Principal Trading Market, the Company may at any time during the

term of this Warrant, reduce the then-current Exercise Price to any amount and for any period of time deemed appropriate by the Board

of Directors.

10. Payment

of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion,

satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue

to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act,

determined as follows:

= Y [(A-B)/A]

where:

“X”

equals the number of Warrant Shares to be issued to the Holder;

“Y”

equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;

“A”

equals the Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Market) as of the Trading Day on the

date immediately preceding the Exercise Date; and

“B”

equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

For

purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued

in a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the

Warrant Shares shall be deemed to have commenced, on the Original Issue Date (provided that the Commission continues to take the position

that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant

Shares is, for any reason, not effective at the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless

exercise, as set forth in this Section 10. If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges

and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on

the registered characteristics of the Warrants being exercised and may be tacked on to the holding period of the Warrants being exercised.

Except as set forth in Section 5(b) (Buy-in Remedy) and Section 12 (No Fractional Shares), in no event will the exercise

of this Warrant be settled in cash.

11. Limitations

on Exercise.

(a) Notwithstanding

anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of

this Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and void ab initio

and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together

with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange

Act and the rules promulgated thereunder, in excess of 4.99% (the “Maximum Percentage”) of the Common Stock that would

be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum

Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder together

with the Attribution Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder together

with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to

which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise

of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion

of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any

Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation

on conversion or exercise analogous to the limitation contained herein. For purposes of this Paragraph 11(a), beneficial ownership

of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined

in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining

the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock

as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the

Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice

by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and

outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral

request of the Holder, the Company shall within one business day confirm orally and in writing or by electronic mail to the Holder the

number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that

it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative

securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately

prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time

when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i)

notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would

otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this

Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be

purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”)

and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction

Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise

of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported

Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results

in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage

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

issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum

Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or

the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the

issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder

for the Excess Shares. By written notice to the Company, a Holder of this Warrant may from time to time increase or decrease the Maximum

Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage

will not be effective until the 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise

effected prior to such change.

(b) This

Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially

own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in

the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of

Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially

owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules

promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability

to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with

respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner

otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any

portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this

Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation

contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

12. No

Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any

fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole

number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.

13. Information

Rights. As long as the Holder (or its Affiliates) holds the Warrant or any shares of Common Stock, the Company shall permit Holder,

at the Holder’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss

the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably

requested by the Holder in connection with monitoring or making decisions with respect to its investment in the Company; provided,

however, that the Company shall not be obligated pursuant to this Section 13 to (a) create any new information or materials or

(b) provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information

or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. As long as the Holder

(or its Affiliates) holds the Warrant or any shares of Common Stock, unless the Company files quarterly and annual financial statements

with the U.S. Securities and Exchange Commission, the Company shall deliver to the Holder (i) as soon as practicable, but in any event

within 180 days after the end of each fiscal year of the Company (A) a balance sheet as of the end of such year, (B) statements of income

and of cash flows for such year, and (C) a statement of stockholders’ equity as of the end of such year, all such financial statements

prepared in accordance with GAAP and audited and certified by independent public accountants of nationally recognized standing selected

by the Company; and, (ii) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of

the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of

stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements

may (A) be subject to normal year-end audit adjustments; and (B) not contain all notes thereto that may be required in accordance with

GAAP). Notwithstanding the foregoing, the Company shall not furnish to the Holder or its Affiliates or representatives any material nonpublic

information without first confirming with the Holder that the Holder wishes to receive such information.

14. Observer

Rights. As long as Holder (or its Affiliates) holds this Warrant or shares of Common Stock, the Company shall invite a representative

the Holder to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative

copies of all notices, minutes, consents, and other materials that it provides to the Board of Directors promptly following provision

to the directors; provided, however, that such representative shall agree to hold in confidence all information so provided;

and provided further, that the Company reserves the right to withhold any information and to exclude such representative from

any meeting or portion thereof if (x) access to such information or attendance at such meeting would be reasonably likely to adversely

affect the attorney-client privilege between the Company and its counsel, or result in disclosure of trade secrets or highly confidential

information, or (y) disclosure of such information would tripper a public reporting requirement under applicable securities laws or violate

applicable law.

15. Most

Favored Nation. While this Warrant is outstanding, if the Company grants, issues or sells any securities that are convertible

into shares of Common Stock, except for Excluded Securities, the Company shall promptly provide the Holder with written notice of such

grant, issuance or sale of such securities, including the terms thereof. In the event the Holder determines, in its sole discretion,

that any terms of such convertible securities are more favorable than the terms set forth in this Warrant, the Holder may elect to modify

this Warrant and adopt such more favorable terms; provided, that, if the Holder selects (x) a new Exercise Price, the Investor must also

select the Term of such convertible security, or (y) a new Term, the Holder must also select the Exercise Price of such convertible security.

16. Notices.

Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in

writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered

confirmed e-mail at the e-mail address specified in the books and records of the Transfer Agent prior to 5:30 P.M., New York City time,

on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via confirmed

e-mail at the e-mail address specified in the books and records of the Transfer Agent on a day that is not a Trading Day or later than

5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized

overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required

to be given, if by hand delivery.

17. Warrant

Agent. The Company shall initially serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company

may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting

from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any

new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent

under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant

agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

18. Miscellaneous.

(a) No

Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a holder

of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,

nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder

of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action

(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise),

receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant

Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant

shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)

or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

(b) Further

Assurances. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without

limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger,

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

the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all

such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without

limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable

therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant,

and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body

having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may

not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction.

This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns.

Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder

any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the

Company and the Holder, or their successors and assigns.

(d) Amendment

and Waiver. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action

herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent

of the Holder.

(e) Acceptance.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f) Governing

Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED

BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW

THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS

SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH

ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS),

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. EACH OF THE COMPANY AND THE HOLDER 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 VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT

DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT 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. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g) Headings.

The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any

of the provisions hereof.

(h)

Severability. If any part or provision of this Warrant is held unenforceable or in conflict with the applicable laws or regulations

of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent

possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Warrant

shall remain binding upon the parties hereto.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

ONEMETA

INC.

By:

Name:

Title:

SCHEDULE

FORM

OF EXERCISE NOTICE

[To

be executed by the Holder to purchase shares of Common Stock under the Warrant]

Ladies

and Gentlemen:

(1)

The undersigned is the Holder of Warrant No. __ (the “Warrant”) issued by OneMeta Inc., a Nevada corporation (the

“Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the

Warrant.

(2)

The undersigned hereby exercises its right to purchase _____ Warrant Shares pursuant to the Warrant.

(3)

The Holder intends that payment of the Exercise Price shall be made as (check one):

☐

Cash

Exercise

☐

“Cashless

Exercise” under Section 10 of the Warrant

(4)

If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $ _____ in immediately available funds to the Company in accordance

with the terms of the Warrant.

(5)

Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the

Warrant.

(6)

By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise

evidenced hereby (i) the Holder is an “accredited investor” as defined in Regulation D promulgated under the Securities Act

of 1933, as amended and (ii) the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in

accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of

the Warrant to which this notice relates.

Dated:

Name of Holder:

By:

Name:

Title:

(Signature

must conform in all respects to name of Holder as specified on the face of the Warrant)

Exhibit

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

Execution

Version

REGISTRATION

RIGHTS AGREEMENT

THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 9, 2026, by and between OneMeta Inc.,

a Nevada corporation (the “Company”), and the holder identified on the signature page hereto (the “Holder”

and, together with its successors and assigns that hold Registrable Securities (as defined herein) at any time, the “Holders”).

RECITALS

WHEREAS,

the Company and the Holder are parties to a Warrant Purchase Agreement dated as of even date herewith (the “Purchase Agreement”),

pursuant to which the Holder is acquiring a warrant evidencing the right to purchase 22,222,222 shares of Common Stock; and

WHEREAS,

certain of the Company’s and the Holder’s obligations under the Purchase Agreement are conditioned upon the execution and

delivery of this Agreement by the Company and the Holder.

NOW,

THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto hereby agree as follows:

Definitions. For purposes of this Agreement:

1.1

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is

controlled by, or is under common control with such Person. For purposes of this definition, the term “control” means,

where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling”

and “controlled” have correlative meanings.

1.2

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

1.3

“Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject

under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action

in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained

in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments

or supplements thereto, (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary

to make the statements therein not misleading or (c) any violation or alleged violation by the indemnifying party (or any of its agents

or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities

Act, the Exchange Act, or any state securities law.

1.4

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.5

“Excluded Registration” means (a) a registration relating to the sale or grant of securities to employees of the Company

or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan, (b) a registration relating to an SEC Rule

145 transaction, (c) a registration on any form that does not include substantially the same information as would be required to be included

in a registration statement covering the sale of the Registrable Securities; (d) a registration in which the only Common Stock being

registered is Common Stock issuable upon conversion of debt securities that are also being registered; or (e) an IPO.

1.6

“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under

the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other

documents filed by the Company with the SEC.

1.7

“IPO” means the consummation of the Company’s first underwritten public offering of its Common Stock under the

Securities Act after the date of this Agreement.

1.8

“Person” means any individual, corporation, partnership, trust, limited liability company, association, or other entity.

1.9

“Registrable Securities” means (a) any Common Stock, or any Common Stock issued or issuable (directly or indirectly)

upon conversion and/or exercise of any other securities of the Company, held by the Holders from time to time and (b) any Common Stock

issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other

distribution with respect to, or in exchange for or in replacement of, the shares referenced clause (a) above, excluding for purposes

of Section 2 any shares for which registration rights have terminated pursuant to Section 2.12.

1.10

“Sanctioned Party” means any Person (a) organized under the laws of, ordinarily resident in, or located in a country

or territory that is the subject of comprehensive Sanctions (“Restricted Countries”), (b) 50% or more owned or controlled

by the government of a Restricted Country or (c) (i) designated on a sanctioned parties list administered by the United States, including,

without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals

and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identification List (collectively, “Designated

Parties”) or (ii) 50% or more owned or, where relevant under applicable Sanctions, controlled, individually or in the aggregate,

by one or more Designated Parties, in each case only to the extent that dealings with such Person is are prohibited pursuant to applicable

Sanctions.

1.11

“Sanctions” means applicable laws and regulations pertaining to trade and economic sanctions administered by the United

States.

1.12

“SEC” means the Securities and Exchange Commission.

1.13

“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.14

“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.15

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.16

“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the

sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling

Holder Counsel borne and paid by the Company as provided in Section 2.6.

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Registration Rights. The Company covenants and agrees as follows:

2.1

Demand Registration.

2.1.1.

Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the

Registrable Securities (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Registrable

Securities. On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities

within 60 days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective

promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to

comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holders are entitled to piggyback

registration rights pursuant to Section 2.2 hereof and either: (i) the Holders have elected to participate in the offering covered

by such registration statement; or (ii) if such registration statement relates to an underwritten primary offering of securities of the

Company, until the offering covered by such registration statement has been withdrawn or until 30 days after such offering is consummated.

The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered

Holders of the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding the

foregoing, any Demand Notice delivered pursuant to this Section 2.1 shall be subject to the coordination provisions set forth

in Section 2.12(d), and the Company shall comply with such provisions in connection with any demand for registration made under

this Agreement or the Existing RRA (as defined below).

2.1.2.

Terms. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section

2.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders

to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to

cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as

are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable

Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in

such State or submit to general service of process in such State; or (ii) the principal shareholders of the Company to be obligated to

escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand

right granted under Section 2.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that

the registration statement is declared effective. The Holders shall only use the prospectuses provided by the Company to sell the Registrable

Securities covered by such registration statement and will immediately cease to use any prospectus furnished by the Company if the Company

advises the Holders that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding the provisions

of this Section 2.1.2, the Holders shall be entitled to a demand registration under this Section 2.1.2 on only one (1)

occasion and such demand registration right shall terminate on the fifth anniversary of the date hereof.

2.1.3.

IPO. Notwithstanding anything to the contrary herein, the Company shall not be required to effect a registration pursuant to this

Section 2.1 if (i) the Company has filed a registration statement on Form S-1 (or any successor form) for its IPO that has not

been withdrawn and (ii) the Company is actively pursuing such IPO; provided that a Demand Notice will not be sent to the Company until

the consummation or abandonment of such IPO; provided, further, that if such IPO has not been consummated or abandoned within 210 days

after the Company first becomes entitled to rely on this paragraph, the Holders shall thereafter be entitled to deliver a Demand Notice

and the Company shall comply with its obligations under this Section 2.1 For the avoidance of doubt, the Company shall not be

entitled to rely on the foregoing deferral if it effects, is permitted to effect, or does not similarly defer a registration pursuant

to a demand made by any Existing Holder (as defined below) under the Existing RRA.

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2.2

“Piggy-Back” Registration. If the Company proposes to register (including for this purpose a registration effected

by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public

offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give

the Holders notice of such registration. Upon the request of any Holder given within 20 days after such notice is given by the Company,

the Company shall, subject to the provisions of Section 2.3, cause to be registered all of such Holder’s Registrable Securities

that such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration

initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to

include its Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall

be borne by the Company in accordance with Section 2.6.

2.3

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital

stock pursuant to Section 2.2, the Company shall not be required to include any of a Holder’s Registrable Securities in

such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and

then only in such quantity as the underwriters in their sole reasonable discretion determine will not jeopardize the success of the offering

by the Company. If the total number of securities, including the Holders’ Registrable Securities, requested by stockholders to

be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their sole

reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the

offering only that number of such securities, including the Holders’ Registrable Securities, which the underwriters and the Company

in their sole reasonable discretion determine will not jeopardize the success of the offering. Notwithstanding the foregoing, in no event

shall (a) the number of the Holders’ Registrable Securities included in the offering be reduced unless all other securities (other

than securities to be sold by the Company) are first entirely excluded from the offering, or (b) the number of the Holders’ Registrable

Securities included in the offering be reduced below 30% of the total number of securities included in such offering.

2.4

Obligations of the Company. Whenever required under this Section 2 to effect the registration of any of the Holders’

Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a)

prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable

efforts to cause such registration statement to become effective and, upon the request of the Holders, keep such registration statement

effective for a period of up to 120 days or, if earlier, until the distribution contemplated in the registration statement has been completed;

provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holders

refrain, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included

in such registration, and (ii) in the case of any registration of Holders’ Registrable Securities on Form S-3 that are intended

to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 120-day period shall be extended

for up to an additional 90 days, if necessary, to keep the registration statement effective until all such Registrable Securities are

sold;

(b)

prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with

such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities

covered by such registration statement;

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(c)

furnish to each of the Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities

Act, and such other documents as such Holder may reasonably request in order to facilitate its disposition of its Registrable Securities;

(d)

use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other

securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall

not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless

the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e)

in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and

customary form, with the underwriter(s) of such offering;

(f)

use its commercially reasonable efforts to cause all of the Holders’ Registrable Securities covered by such registration statement

to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar

securities issued by the Company are then listed;

(g)

provide a transfer agent and registrar for all of the Holders’ Registrable Securities registered pursuant to this Agreement and

provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h)

promptly make available for inspection by the Holders, any underwriter(s) participating in any disposition pursuant to such registration

statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Holders, all financial and

other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees,

and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or

agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct

appropriate due diligence in connection therewith;

(i)

notify the Holders, promptly after the Company receives notice thereof, of the time when such registration statement has been declared

effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j)

after such registration statement becomes effective, notify the Holders of any request by the SEC that the Company amend or supplement

such registration statement or prospectus.

2.5

Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section

2 with respect to the Registrable Securities of a Holder that such Holder furnish to the Company such information regarding itself,

the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect

the registration of such Holder’s Registrable Securities.

2.6

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications

pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and

disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the Holders (“Selling

Holder Counsel”), shall be borne and paid by the Company. All Selling Expenses relating to the Holders’ Registrable Securities

registered pursuant to this Section 2 (other than the Selling Holder Counsel) shall be borne and paid by the Holders pro rata

on the basis of the number of the Holder’s Registrable Securities registered on each Holder’s behalf.

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2.7

Delay of Registration. The Holders shall not have any right to obtain or seek an injunction restraining or otherwise delaying

any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation

of this Section 2.

2.8

Indemnification. If any of the Holders’ Registrable Securities are included in a registration statement under this Section

(a)

To the extent permitted by law, the Company will indemnify and hold harmless the Holders, and their respective partners, members, officers,

directors, and stockholders; legal counsel and accountants for the Holders; any underwriter (as defined in the Securities Act) for the

Holders; and each Person, if any, who controls any of the Holders or any underwriter within the meaning of the Securities Act or the

Exchange Act, against any Damages, and the Company will pay to the applicable Holder, underwriter, controlling Person, or other aforementioned

Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding

from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained

in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected

without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages

to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information

furnished by or on behalf of such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection

with such registration.

(b)

To the extent permitted by law, each Holder (severally and not jointly) will indemnify and hold harmless the Company, and each of its

directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the

meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), and

any controlling Person of any such underwriter, against any Damages, in each case only to the extent that such Damages arise out of or

are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such

Holder expressly for use in connection with such registration; and such Holder will pay to the Company and each other aforementioned

Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding

from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained

in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected

without the consent of the Holders, which consent shall not be unreasonably withheld; and provided further that in no event shall

the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed

the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud

or willful misconduct by such Holder.

(c)

Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any

governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect

thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement

thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires,

participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel

mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified

parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and

expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying

party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented

by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of

any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, only to

the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give

notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under

this Section 2.8.

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(d)

To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party

otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially

determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the

denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section

2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party

hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute

to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such

proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection

with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect

any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined

by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged

omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’

relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided,

however, that, in any such case (x) a Holder will not be required to contribute any amount in excess of the public offering price

of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any

Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall any Holder’s liability

pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b),

exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of

willful misconduct or fraud by such Holder.

(e)

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement

entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the

underwriting agreement shall control; provided, however, that any matter expressly provided for or addressed by the provisions

of this Section 2.8 that is not expressly provided for or addressed by the underwriting agreement shall be controlled by the foregoing

provisions.

(f)

Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations

of the Company and the Holders under this Section 2.8 shall survive the completion of any offering of the Holders’ Registrable

Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement or any provision(s)

of this Agreement.

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2.9

Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or

regulation of the SEC that may at any time permit the Holders to sell securities of the Company to the public without registration or

pursuant to a registration on Form S-3, the Company shall:

(a)

make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times;

(b)

use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under

the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c)

furnish to the Holders, so long as the applicable Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate,

a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act, and the

Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company

so qualifies); and (ii) such other information as may be reasonably requested in availing a Holder of any rule or regulation of the SEC

that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies

to use such form).

2.10

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior

written consent of the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that

would (a) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro

rata basis with respect to the Holders’ Registrable Securities or on a subordinate basis after the Holders have had the opportunity

to include in the registration and offering all shares of the Holders’ Registrable Securities that the Holders wish to so include

or (b) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective

holder.

2.11

Termination and Suspension of Registration Rights.

(a)

The right of a Holder to request inclusion of the Registrable Securities in any registration pursuant to Section 2.1, shall terminate

upon the earliest to occur of:

(i)

the closing of a Change in Control in which (x) the consideration received by the Holders in such Change in Control is in the form of

cash and/or publicly traded securities, or (y) if the Holders receive registration rights from the acquiring company or other successor

to the Company reasonably comparable to those set forth in this Section 2; and

(ii)

such time after consummation of an IPO, such Holder (x) together with its respective “affiliates” (as determined under SEC

Rule 144) holds less than 1% of the outstanding capital stock of the Company and (y) may immediately sell all of such Holder’s

Registrable Securities under SEC Rule 144 without volume limitation, or another similar exemption under the Securities Act is available

for the sale of all of such Holder’s shares without limitation, during a three-month period without registration.

(b)

The right of a Holder to request inclusion of Registrable Securities in any registration pursuant to Section 2.1 shall be suspended

during any time that such Holder is a Sanctioned Party.

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2.12

Parity with Existing Registration Rights Agreement.

(a)

The Company represents that it is party to that certain Registration Rights Agreement, dated as of October 31, 2025 (as it may be amended

or otherwise modified from time to time, the “Existing RRA”), by and among the Company and the holders party thereto

(the “Existing Holders”).

(b)

The Company shall ensure that the registration rights granted to the Holders under this Agreement are pari passu with, and no

less favorable than, the registration rights granted to the Existing Holders under the Existing RRA, including with respect to demand

registration rights, piggyback registration rights, priority of inclusion, cutback provisions, expenses, and indemnification. The Company

shall not amend, waive or otherwise modify the Existing RRA, or enter into any other agreement, in each case in a manner that would adversely

affect the Holders or result in the Holders receiving registration rights that are not pari passu with, or are less favorable

than, those of the Existing Holders.

(c)

The Holders’ demand registration right provided in Section 2.1 shall be pari passu with, and not subordinate to,

any demand registration rights of any other holder, including the Existing Holders.

(d)

Notwithstanding anything to the contrary in this Agreement or the Existing RRA, the Company shall not honor or proceed with any demand

for registration made pursuant to the Existing RRA unless the Holders are provided prompt written notice thereof and a reasonable opportunity

to participate in such registration on the same terms and conditions as the Existing Holders, as if the Holders were “Holders”

under the Existing RRA for purposes of such registration.

the Company receives a Demand Notice from the Holders pursuant to this Agreement and a demand for registration from any Existing Holder

pursuant to the Existing RRA, in each case at any time prior to the filing of the applicable registration statement (or, if earlier,

the commencement of marketing efforts for such offering), the Company shall effect a single registration statement covering the Registrable

Securities requested to be included by the Holders and such Existing Holders.

connection with any such registration (whether or not combined), (i) all requesting holders (including the Holders and the Existing Holders)

shall be treated on a pari passu basis, (ii) if such registration involves an underwritten offering and the managing underwriter

advises the Company that the number of securities requested to be included exceeds the number that can be sold in such offering without

adversely affecting the success thereof, the number of securities to be included shall be allocated pro rata among all such requesting

holders based on the number of Registrable Securities requested to be included by each, and (iii) in no event shall the Registrable Securities

of the Holders be excluded unless all other requesting holders are proportionately reduced.

The

Company shall not take any action to sequence, delay, or otherwise structure any demand for registration under this Agreement or the

Existing RRA in a manner that would result in the Holders receiving treatment that is not pari passu with the Existing Holders,

regardless of when such demand is made.

(e)

In connection with any registration in which Existing Holders are entitled to include securities pursuant to the Existing RRA, the Company

shall:

(i)

provide the Holders with notice of such registration at the same time and in the same manner as provided to the holders under the Existing

RRA;

(ii)

permit the Holders to include in such registration all Registrable Securities requested to be included by the Holders on terms and conditions

no less favorable than those applicable to the Existing Holders; and

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(iii)

in the event of any underwritten offering, allocate any reduction in the number of securities to be included in such registration pro

rata among the Holders and the Existing Holders, based on the number of securities requested to be included by each, and in no event

shall the Registrable Securities be excluded unless all such holders are proportionately reduced.

For

the avoidance of doubt, any minimum allocation, priority, or other preferential right applicable to the Existing Holders under the Existing

RRA (including any minimum percentage allocation in an underwritten offering) shall be applied to the Holders on a combined basis with

such Existing Holders.

(f)

The Company shall provide the Holders with copies of all notices delivered to Existing Holders under the Existing RRA relating to any

registration or proposed registration of securities of the Company.

Miscellaneous.

3.1

Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to

a transferee of its Registrable Securities that is an Affiliate of such Holder; provided, however, that (a) the Company

is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable

Securities with respect to which such rights are being transferred, (b) such transferee agrees in a written instrument delivered to the

Company to be bound by and subject to the terms and conditions of this Agreement and (c) such assignee is not a Sanctioned Party. The

terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees

of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto

or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement,

except as expressly provided herein.

3.2

Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT

SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES

OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND EACH OF THE HOLDERS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF

THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR

IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT

TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH

OF THE COMPANY AND EACH OF THE HOLDERS 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 VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF

DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT 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. EACH OF THE COMPANY AND EACH OF THE HOLDERS HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

-10-

3.3

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of

which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any

electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.4

Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit

or affect any of the provisions hereof.

3.5

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing (including electronic

mail as permitted in this Agreement) and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery

to the party to be notified, (b) when sent, if sent by electronic mail during the recipient’s normal business hours, and if not

sent during normal business hours, then on the recipient’s next business day, (c) five days after having been sent by registered

or certified mail, return receipt requested, postage prepaid or (d) one business day after the business day of deposit with a nationally

recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications

shall be sent to the respective parties at their addresses as set forth on the signature page hereto, or in any case to such email address

or address as subsequently modified by written notice given in accordance with this Section 3.5.

3.6

Amendments and Waivers.

(a)

Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may be waived (either

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

Holders; provided that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent

of any other party.

(b)

No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to

be or construed as a further or continuing waiver of any such term, condition, or provision.

3.7

Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations

of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent

possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement

shall remain binding upon the parties hereto.

3.8

Entire Agreement. This Agreement (including any exhibits and schedules hereto) constitutes the full and entire understanding and

agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject

matter hereof existing between or among any of the parties are expressly canceled.

3.9

Costs of Enforcement. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements

in addition to any other relief to which such party may be entitled.

3.10

Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement,

upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching

or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar

breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or

default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party,

shall be cumulative and not alternative.

[Signature

Page Follows]

-11-

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

THE

COMPANY:

ONEMETA

INC.

By:

/s/

Saul Leal

Name:

Saul

Leal

Title:

CEO

Address:

450

South 400 East, Suite 200

Bountiful,

Utah 84010

Attention:

Email:

THE

HOLDER:

AVAYA

LLC

By:

/s/

David Austin

Name:

David

Austin

Title:

SVP

GM Avaya Solutions

Address:

350 Mount Kemble Avenue

Morristown, NJ 07960

[Signature

Page to Registration Rights Agreement]

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