Form 8-K

8-K — Onconetix, Inc.

Accession: 0001213900-26-082879

Filed: 2026-07-29

Period: 2026-07-28

CIK: 0001782107

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0299510-8k_onconetix.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATIONS AUTHORIZING THE ISSUANCE OF THE SERIES F PREFERRED STOCK (ea029951001ex3-1.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT DATED JULY 28, 2026 RELATING TO THE SALE OF THE SERIES F PREFERRED STOCK (ea029951001ex10-1.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT DATED JULY 28, 2026 RELATING TO THE RESALE OF THE SHARES OF COMMON STOCK UNDERLYING THE SERIES F PREFERRED STOCK (ea029951001ex10-2.htm)

EX-10.3 — FORM OF ELOC PURCHASE AGREEMENT DATED JULY 28, 2026 (ea029951001ex10-3.htm)

EX-10.4 — FORM OF ELOC REGISTRATION RIGHTS AGREEMENT DATED JULY 28, 2026 (ea029951001ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0299510-8k_onconetix.htm · Sequence: 1

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0001782107

2026-07-28

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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):

July 28, 2026

Onconetix, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41294

83-2262816

(State or other

Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

201 E. Fifth Street, Suite 1900, Cincinnati, Ohio

45202

(Address of Principal Executive Offices)

(Zip Code)

Date of Report (Date of earliest event reported):

(513) 620-4101

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K

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

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.00001 per share

ONCO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

PIPE Financing

On July 28, 2026, Onconetix,

Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with an accredited investor (the “PIPE Investor”), pursuant to which the Company agreed

to issue and sell to the PIPE Investor an aggregate of 37,812 shares of Series F convertible preferred stock, par value $0.00001 per share

(“Series F Preferred Stock”), for an aggregate purchase price of $30,249,600 (the “PIPE Financing”).

Concurrently with entering into the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement (as defined

below) with the PIPE Investor, pursuant to which the Company agreed to provide the PIPE Investor with certain registration rights relating

to the shares of Common Stock issuable upon conversion of the Series F Preferred Stock, as described below. The following descriptions

of the Securities Purchase Agreement, the Certificate of Designations of Preferences, Rights and Limitations of the Series F Preferred

Stock (the “Certificate of Designations”) and the Registration Rights Agreement are summaries only, do not purport

to be complete and are qualified in their entirety by reference to the full text of each of those agreements, copies of which are filed

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

terms used but not otherwise defined herein have the meanings assigned to them in the Securities Purchase Agreement, the Certificate of

Designations or the Registration Rights Agreement, as applicable.

Series F Preferred Stock

Certificate of Designations

General. Pursuant

to the Certificate of Designations, the Company has authorized the issuance of up to 42,000 shares of Series F Preferred Stock, each having

a stated value of $1,000 per share (the “Stated Value”). The Company has issued 37,812 shares of Series F Preferred

Stock to the PIPE Investor.

Ranking. The

Series F Preferred Stock ranks junior to any Senior Preferred Stock, pari passu with the Company’s Series C Preferred Stock,

Series D Preferred Stock and Series E Preferred Stock, and senior to the Company’s Common Stock and other junior securities

with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Company.

Dividends. Holders

of the Series F Preferred Stock are entitled to receive dividends when and as declared by the Company’s board of directors out of

funds legally available therefor. In addition, from and after the occurrence, and during the continuance, of any Triggering Event, Default

Dividends accrue on the Stated Value of each share of Series F Preferred Stock at a rate of 15.0% per annum until such Triggering Event

is cured and are payable by inclusion in the applicable Conversion Amount or upon redemption, as provided in the Certificate of Designations.

Conversion Rights.

Each holder may convert all or any portion of its Series F Preferred Stock into shares of the Company’s Common Stock at an initial

conversion price of $0.9767 per share, subject to adjustment as provided in the Certificate of Designations.

Alternate Conversion Rights.

Following the Stockholder Approval Date, holders may also elect to effect alternate conversions, including following the occurrence

of certain Triggering Events, at alternative conversion prices determined pursuant to the Certificate of Designations, in each case subject

to the applicable Floor Price and other limitations set forth therein.

Triggering Events.

The Certificate of Designations contains customary Triggering Events, including, among other things, the Company’s failure to timely

file or maintain the effectiveness of required registration statements, failures relating to share delivery or maintenance of an adequate

share reserve, specified payment defaults, certain bankruptcy and insolvency events, suspension of trading of the Common Stock on an Eligible

Market, material breaches of the transaction documents, specified change of control events and other customary events. Upon the occurrence

of certain Triggering Events, holders are entitled to exercise the alternate conversion rights described above.

Conversion Price Adjustments.

The Conversion Price is subject to customary anti-dilution adjustments for stock splits, stock dividends, stock combinations, recapitalizations

and similar transactions. The Certificate of Designations also provides for adjustments in connection with certain stock combination events,

issuances of Variable Price Securities and dilutive issuances, as well as voluntary reductions of the Conversion Price with the consent

of the Required Holders, in each case as more particularly described in the Certificate of Designations.

Change of Control; Fundamental

Transactions. Upon a Change of Control, holders may require the Company to exchange their Series F Preferred Stock for the applicable

Change of Control Election Price in the manner provided in the Certificate of Designations. The Certificate of Designations also restricts

the Company from consummating specified Fundamental Transactions unless the successor entity (i) assumes the Company’s obligations

under the Certificate of Designations and the other Transaction Documents and holders receive the rights and protections set forth therein,

and (ii) is a publicly traded corporation whose shares of common stock are quoted on or listed for trading on an Eligible Market.

Redemption Rights.

The Company has the right, subject to the terms and conditions of the Certificate of Designations, to redeem all or a portion of the outstanding

Series F Preferred Stock for cash at a redemption price equal to 125% of the greater of (i) the applicable Conversion Amount and (ii)

the value determined by reference to the Conversion Rate and the highest closing sale price of the Common Stock during the applicable

measurement period, in each case as provided in the Certificate of Designations.

Voting Rights. Except

as required by applicable law or as expressly provided in the Certificate of Designations, the holders of the Series F Preferred Stock

have no voting rights. To the extent holders are entitled to vote together with the holders of Common Stock, each share of Series F Preferred

Stock is entitled to the number of votes equal to the number of shares of Common Stock into which such share is then convertible, subject

to the applicable beneficial ownership limitations.

Covenants. The Certificate

of Designations contains customary affirmative and negative covenants, including requirements that the Company maintain sufficient authorized

shares of Common Stock for issuance upon conversion of the Series F Preferred Stock, comply with specified notice obligations, and restrictions

on certain dividends, redemptions, issuances of senior securities, sale or transfer of assets of the Company, and other actions affecting

the rights of the holders of the Series F Preferred Stock.

Ownership Limitation.

A holder may not convert any shares of Series F Preferred Stock to the extent that, after giving effect to such conversion, the holder

and its affiliates would beneficially own more than 4.99% of the Company’s outstanding Common Stock, subject to the holder’s

right to increase or decrease such limitation to any percentage not exceeding 9.99% upon 61 days’ prior notice to the Company.

Exchange Right. If

the Company consummates certain Subsequent Placements, holders may elect, subject to the terms of the Certificate of Designations, to

exchange all or a portion of their Series F Preferred Stock for the securities issued in such Subsequent Placement (with the aggregate

amount of such securities to be issued in such exchange equal to such aggregate amount of such securities with a purchase price valued

at 120% of the Conversion Amount of the Preferred Shares delivered by such Holder in exchange therefor).

Reservation Requirements.

So long as any shares of Series F Preferred Stock remain outstanding, the Company must reserve at least 150% of the number of shares of

Common Stock necessary to effect the conversion of all outstanding shares of Series F Preferred Stock, assuming conversion at the applicable

Floor Price and without regard to the applicable beneficial ownership limitations.

Conditions Precedent to

Closing. The obligations of the parties to consummate the PIPE Financing are subject to customary closing conditions, as set forth

in the Securities Purchase Agreement.

Registration Rights Agreement

Concurrently with the execution

of the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with the PIPE Investor (the “Registration

Rights Agreement”), pursuant to which the Company agreed to file a registration statement registering the resale of the Conversion

Shares within 45 days following the Closing Date, use its best efforts to cause such registration statement to be declared effective within

90 days after the Closing Date (or 120 days if subject to SEC review), and maintain the effectiveness of such registration statement during

the applicable registration period, subject to customary suspension rights. If the Company fails to timely file, cause to become effective

or maintain the effectiveness of the registration statement or otherwise breaches certain registration obligations, the Company may be

required to make cash payments to the holders equal to 1% of such holder’s purchase price upon the occurrence of such failure and

every 30 days thereafter until the failure is cured, subject to the terms and limitations set forth in the Registration Rights Agreement.

Common Stock Purchase Agreement

On July 28, 2026, the Company

entered into a Common Stock Purchase Agreement relating to a committed equity facility (the “ELOC Purchase Agreement”)

an accredited investor (“ELOC Investor”), pursuant to which, subject to the terms and conditions set forth therein,

the Company has the right, but not the obligation, to direct the ELOC Investor, from time to time and at the Company’s sole discretion,

to purchase shares of the Company’s Common Stock having an aggregate purchase price of up to the lesser of (i) $750,000,000 and

(ii) 19.99% of the total number of shares of the Company’s Common Stock outstanding immediately prior to the execution of the ELOC

Purchase Agreement, unless stockholder approval has been obtained or an exception under the applicable Nasdaq listing rules applies. Concurrently

with entering into the ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement with the ELOC Investor (the “ELOC

Registration Rights Agreement”), pursuant to which the Company agreed to provide the ELOC Investor with certain registration

rights with respect to the securities issuable under the ELOC Purchase Agreement.

In consideration for the

ELOC Investor’s commitment under the ELOC Purchase Agreement, the Company agreed to pay a $30,000,000 commitment fee, which the

ELOC Investor agreed would be applied toward its purchase of Series F Preferred Stock pursuant to the Securities Purchase Agreement.

The following descriptions

of the ELOC Purchase Agreement and the ELOC Registration Rights Agreement are summaries only, do not purport to be complete and are qualified

in their entirety by reference to the full text of each of those agreements, copies of which are filed as Exhibits 10.3 and 10.4, respectively,

to this Current Report on Form 8-K and are incorporated herein by reference. Capitalized terms used but not otherwise defined herein have

the meanings assigned to them in the ELOC Purchase Agreement or the ELOC Registration Rights Agreement, as applicable.

Following the satisfaction

of the applicable commencement conditions, the Company may, from time to time and at its sole discretion, direct the ELOC Investor to

purchase shares of Common Stock through one or more purchase notices, with the purchase price determined pursuant to the pricing mechanisms

set forth in the ELOC Purchase Agreement, which are generally based on prevailing market prices of the Company’s Common Stock during

specified pricing periods. The Company controls the timing and amount of any sales, and the ELOC Investor has no right to require the

Company to sell any shares under the ELOC Purchase Agreement.

The Company’s right

to commence and continue sales under the ELOC Purchase Agreement is subject to the satisfaction of certain conditions, including the effectiveness

and continued availability of a registration statement covering the resale of the applicable securities, the continued listing of the

Common Stock on an eligible market and the absence of certain material adverse events.

In no event may the Company

issue shares under the ELOC Purchase Agreement in excess of the applicable Nasdaq 19.99% exchange cap unless stockholder approval has

been obtained or an exception under the applicable Nasdaq listing rules applies. In addition, the Company may not issue shares that would

result in the ELOC Investor and its affiliates beneficially owning more than 4.99% of the Company’s outstanding Common Stock.

The ELOC Purchase Agreement

contains customary representations, warranties, covenants, indemnification provisions, conditions to the parties’ obligations and

termination provisions. The Company may terminate the ELOC Purchase Agreement after commencement upon one trading day’s prior written

notice, subject to the terms thereof, and the ELOC Investor may terminate the ELOC Purchase Agreement upon ten trading days’ prior

written notice following the occurrence of certain specified events.

Concurrently with the

execution of the ELOC Purchase Agreement, the Company entered into the ELOC Registration Rights Agreement with the ELOC Investor and

other investors, pursuant to which the Company agreed to file a registration statement covering the resale of the shares issuable

pursuant to the ELOC Purchase Agreement within as soon as practicable, but in no event later than the Filing Deadline (as defined in

the Registration Rights Agreement), to use commercially reasonable efforts to cause such registration statement to be declared

effective within 90 days after closing (or 120 days if reviewed by the SEC), and to keep the registration statement effective during

the applicable registration period, subject to customary suspension rights.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth

in Item 1.01 of this Current Report on Form 8-K with respect to the issuance and sale of the Series F Preferred Stock and the shares of

Common Stock issuable upon conversion thereof pursuant to the Securities Purchase Agreement is incorporated herein by reference. The issuance

and sale of the Series F Preferred Stock and the shares of Common Stock issuable upon conversion thereof have not been registered under

the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, in reliance on

the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

The Company is relying on such exemption in entering into the Securities Purchase Agreement and will rely on such exemption in issuing

the Series F Preferred Stock and the shares of Common Stock issuable upon conversion thereof, based in part on the representations made

by the PIPE Investor in the Securities Purchase Agreement. The Series F Preferred Stock and the shares of Common Stock issuable upon conversion

thereof may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements

of the Securities Act and applicable state securities laws. Neither this Current Report on Form 8-K nor the exhibits attached hereto constitutes

an offer to sell or the solicitation of an offer to buy any of the securities described herein.

Item 9.01. Exhibits.

Exhibit No.

Description

3.1

Certificate of Designations authorizing the issuance of the Series F Preferred Stock.

10.1

Form of Securities Purchase Agreement dated July 28, 2026 relating to the sale of the Series F Preferred Stock.

10.2

Form of Registration Rights Agreement dated July 28, 2026 relating to the resale of the shares of Common Stock underlying the Series F Preferred Stock.

10.3

Form of ELOC Purchase Agreement dated July 28, 2026.

10.4

Form of ELOC Registration Rights Agreement dated July 28, 2026.

104

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

SIGNATURE

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

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

Onconetix, Inc.

Dated: July 29, 2026

By:

/s/ David A. White

David A. White

Chief Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATIONS AUTHORIZING THE ISSUANCE OF THE SERIES F PREFERRED STOCK

EX-3.1

Filename: ea029951001ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE

OF DESIGNATIONS

RIGHTS AND PREFERENCES OF

SERIES F CONVERTIBLE PREFERRED STOCK OF

ONCONETIX, INC.

David A. White, hereby certify that I am the Chief Executive Officer of Onconetix, Inc. (the “Company”),

a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby

certify:

That

pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the

Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Section 151(g)

of the DGCL, the Board on July 27, 2026 adopted the following resolution determining it desirable and in the best interests of the

Company and its stockholders for the Company to create a series of forty two thousand (42,000) shares of preferred stock designated

as “Series F Convertible Preferred Stock”, none of which shares have been issued, to be issued pursuant to the

Securities Purchase Agreement (as defined below), in accordance with the terms of the Securities Purchase Agreement:

RESOLVED,

that pursuant to the authority vested in the Board, in accordance with the provisions of the Certificate of Incorporation, a series of

preferred stock, par value $0.00001 per share, of the Company be and hereby is created pursuant to this certificate of designations (this

“Certificate of Designations”), and that the designation and number of shares established pursuant hereto and the

voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications,

limitations and restrictions thereof are as follows:

TERMS

OF SERIES F CONVERTIBLE PREFERRED STOCK

1. Designation

and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated as

“Series F Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred

Shares shall be forty two thousand (42,000) shares. Each Preferred Share shall have a par value of $0.00001. Capitalized terms not

defined herein shall have the meaning as set forth in Section 32 below.

2. Ranking.

Except (i) for the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock (in each case, as issued pursuant

to the applicable certificate of designations with respect thereto as in effect as of the Initial Issuance Date (as defined below)),

which shall be Parity Stock (as defined below) or (ii) to the extent that the Required Holders (as defined in the Securities Purchase

Agreement) expressly consent to the creation of Parity Stock or Senior Preferred Stock (as defined below) in accordance with Section

16, all shares of capital stock of the Company shall be junior in rank to all Preferred Shares with respect to the preferences as to

dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stock is referred

to herein collectively as “Junior Stock”). For the avoidance of doubt, the Preferred Shares will, with respect to

dividend rights and rights on liquidation, winding-up and dissolution, rank (A) junior to the Senior Preferred Stock, (B) on parity with

the Parity Stock and (C) senior to the Junior Stock. The rights of all such shares of capital stock of the Company shall be subject to

the rights, powers, preferences and privileges of the Preferred Shares. Without limiting any other provision of this Certificate of Designations,

without the prior express consent of the Required Holders, voting separately as a single class, the Company shall not hereafter authorize

or issue any additional or other shares of capital stock that is (i) of senior rank to the Preferred Shares in respect of the preferences

as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Senior

Preferred Stock”), (ii) of pari passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions

and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Parity Stock”) or

(iii) any Junior Stock having a maturity date or any other date requiring redemption or repayment of such shares of Junior Stock that

is prior to the eighteen month anniversary of the Initial Issuance Date. In the event of the merger or consolidation of the Company with

or into another corporation, the Preferred Shares shall maintain their relative rights, powers, designations, privileges and preferences

provided for herein and no such merger or consolidation shall result inconsistent therewith.

3. Dividends.

(a) In

addition to Section 7, Section 8 and/or Section 15 below, as applicable, subject to the senior rights of the Senior Preferred Stock,

and pari passu with the holders of shares of Parity Stock, from and after the first date of issuance of any Preferred Shares (the

“Initial Issuance Date”), each holder of a Preferred Share (each, a “Holder” and collectively,

the “Holders”) shall be entitled to receive dividends (“Dividends”) when and as declared by the

Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor,

payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets

as determined by the Board on the Stated Value of such Preferred Share.

(b) Notwithstanding

the foregoing, from and after the occurrence and during the continuance of any Triggering Event (as defined below), dividends ( “Default

Dividends”) shall accrue on the Stated Value of each Preferred Share at a rate of fifteen percent (15.0%) (the “Default

Rate”) per annum computed on the basis of a 360-day year and twelve 30-day months. Default Dividends shall be payable by way

of inclusion of Default Dividends in the Conversion Amount (as defined below) on each Conversion Date (as defined below) in accordance

with Section 4(b) or upon any redemption in accordance with Section 9 or as otherwise provided herein. In the event that such Triggering

Event is subsequently cured (and no other Triggering Event then exists), the accrual of Default Dividends referred to in the preceding

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

as calculated and unpaid during the continuance of such Triggering Event shall continue to apply to the extent relating to the days after

the occurrence of such Triggering Event through and including the date of such cure of such Triggering Event.

4. Conversion.

At any time after the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and non-assessable

shares of Common Stock (the “Conversion Shares”), on the terms and conditions set forth in this Section 4.

(a) Holder’s

Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Initial Issuance Date, each Holder

shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly issued, fully paid and

non-assessable Conversion Shares in accordance with Section 4(c) at the Conversion Rate (as defined below). The Company shall not issue

any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of

Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any

and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company’s

transfer agent (the “Transfer Agent”) that may be payable with respect to the issuance and delivery of Common Stock

upon conversion of any Preferred Shares).

(b) Conversion

Rate. Except as otherwise provided herein, the number of Conversion Shares issuable upon conversion of any Preferred Share pursuant

to this Section 4 shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (as defined

below) (the “Conversion Rate”).

(i) For

purposes of this Certificate of Designations, the term “Conversion Amount” means, with respect to each Preferred Share,

as of the applicable date of determination, the sum of (1) the Stated Value thereof plus (2) any Additional Amount thereon as

of such date of determination plus (3) any other amounts owed to such Holder pursuant to this Certificate of Designations or any

other Transaction Document.

1 Insert

120% of the lower of: (i) the Official Closing Price of the Common Stock immediately preceding the signing of the Securities Purchase

Agreement and (ii) the average Official Closing Price of the Common Stock for the five Trading Days immediately preceding the signing

of the Securities Purchase Agreement.

(ii)

For purposes of this Certificate of Designations, the term “Conversion Price” means, with respect to each Preferred

Share, as of any Conversion Date or other date of determination, $0.9767, subject to adjustment as provided herein.

of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:

(i) Optional

Conversion. To convert one or more Preferred Shares into Conversion Shares on any date (a “Conversion Date”),

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

a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit

I (the “Conversion Notice”) to the Company. If required by Section 4(c)(iii), within one (1) Trading Day following

a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service

for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”)

so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction

as contemplated by Section 18(b)). On the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment

of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 (as defined in the

Securities Purchase Agreement) or an effective and available Registration Statement (as defined in the Registration Rights Agreement),

in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent,

which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms

set forth herein. On or before the first (1st) Trading Day following each date on which the Company has received a Conversion

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

trade initiated on the applicable Conversion Date of such Conversion Shares issuable pursuant to such Conversion Notice) (the “Share

Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in Fast Automated Securities Transfer

Program (“FAST”) and such shares of Common Stock (i) (A) may then be sold by the applicable Holder pursuant to an

available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale

of the shares of Common Stock as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for

the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such Holder

pursuant to Rule 144 of the 1933 Act, as applicable (the “Resale Eligibility Conditions”), credit such aggregate number

of Conversion Shares to which such Holder shall be entitled pursuant to such conversion to such Holder’s or its designee’s

balance account with is participating in the Depository Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian

system, or (2) if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, upon the request

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

registered in the name of such Holder or its designee, for the number of Conversion Shares to which such Holder shall be entitled. If

the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(iii)

is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later

than one (1) Trading Day after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder

(or its designee) by overnight courier service a new Preferred Share Certificate or a new Book-Entry (in either case, in accordance with

Section 18(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the Conversion Shares

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

on the Conversion Date; provided, that such Person shall be deemed to have waived any voting rights of any such Conversion Shares during

the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, a “Conversion

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

beneficially owned by such Person and/or any of its Attribution Parties, collectively, on any such date of determination shall not exceed

the Maximum Percentage (as defined below) as a result of any such conversion of such applicable Preferred Shares. Notwithstanding the

foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares to such Holder,

whereby such Holder elects to convert such Preferred Shares pursuant to such Conversion Notice, the Share Delivery Deadline with respect

to any such Conversion Notice shall be the later of (x) the date of issuance of such Preferred Shares and (y) the first (1st) Trading

Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Certificate of Designations

or the Registration Rights Agreement, after the effective date of a Registration Statement and prior to a Holder’s receipt of the

notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended

shares of Common Stock to such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration

Rights Agreement) with respect to which such Holder has entered into a contract for sale, and delivered a copy of the prospectus included

as part of the particular Registration Statement to the extent applicable, and for which such Holder has not yet settled.

(ii) Company’s

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

Deadline, either (I) if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, to issue

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

such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in FAST and the Resale Eligibility

Conditions are satisfied, to credit such Holder’s or its designee’s balance account with DTC for such number of Conversion

Shares to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be) or (II) if

the Registration Statement covering the resale of the Conversion Shares that are the subject of the Conversion Notice (the “Unavailable

Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly,

but in no event later than as required pursuant to the Registration Rights Agreement (x) notify such Holder and (y) deliver the shares

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

Holder is entitled pursuant to such conversion to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal

At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure”

and together with the event described in clause (I) above, a “Conversion Failure”), and if on or after such Share

Delivery Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding

to all or any portion of the number of Conversion Shares issuable upon such conversion that such Holder is entitled to receive from the

Company and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”),

then, in addition to all other remedies available to such Holder, the Company shall, within two (2) Business Days after receipt of such

Holder’s request and in such Holder’s discretion, either: (I) pay cash to such Holder in an amount equal to such Holder’s

total purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common

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

Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Conversion

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

Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such Conversion

Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing

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

number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay

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

Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date

of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (each, a “Buy-In

Payment Amount”). In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) the Transfer Agent

is not participating in FAST or the Resale Eligibility Conditions are not satisfied, the Company shall fail to issue and deliver to such

Holder (or its designee) a certificate and register such Conversion Shares on the Company’s share register or, if the Transfer

Agent is participating in the FAST and the Resale Eligibility Conditions are satisfied, the Transfer Agent shall fail to credit the balance

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

is entitled upon such Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below

or (B) a Notice Failure occurs, then, in addition to all other remedies available to such Holder, (X) the Company shall pay in cash to

such Holder on each day after the Share Delivery Deadline that the issuance of such Conversion Shares is not timely effected an amount

equal to 2% of the product of (A) the sum of the number of Conversion Shares not issued to such Holder on or prior to the Share Delivery

Deadline and to which such Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by such Holder in writing

as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline

and (Y) such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned,

as the case may be, all, or any portion, of such Preferred Shares that has not been converted pursuant to such Conversion Notice; provided

that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior

to the date of such notice pursuant to this Section 4(c)(ii) or otherwise. Nothing herein shall limit a Holder’s right to pursue

any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver certificates representing Conversion Shares (or to electronically

deliver such Conversion Shares) upon the conversion of the Preferred Shares as required pursuant to the terms hereof. Notwithstanding

anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, as applicable, this Section 4(c)(ii)

shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice

Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

(iii)

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request

(including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates

or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”)

for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares and

whether the Preferred Shares are held by such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered

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

Company and each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of a Preferred

Share for all purposes (including, without limitation, the right to receive payments and Dividends hereunder) notwithstanding notice

to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on

the Register. Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred Shares by such Holder

thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Preferred Shares

in the same aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated assignee or transferee

pursuant to Section 18, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of

such Registered Preferred Shares within two (2) Business Days of such a request, then the Register shall be automatically deemed updated

to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 4,

following conversion of any Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically

surrender such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number

of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s)

shall be delivered to the Company as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written

notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of the

applicable Preferred Share Certificate. Each Holder and the Company shall maintain records showing the Stated Value and Dividends converted

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

reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of a Preferred Share Certificate upon

conversion. If the Company does not update the Register to record such Stated Value and Dividends converted and/or paid (as the case

may be) and the dates of such conversions and/or payments (as the case may be) within one (1) Business Day of such occurrence, then the

Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, the records of

the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative

in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that,

by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented

by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall

bear the following legend:

ANY

TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING

TO THE SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER

OF SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES F CONVERTIBLE

PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF

SERIES F CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

(iv) Pro

Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same Conversion

Date and the Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert from

each Holder electing to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted

for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to

the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of Conversion

Shares issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of

Conversion Shares not in dispute and resolve such dispute in accordance with Section 23. If a Conversion Notice delivered to the Company

would result in a breach of Section 4(d) below, and the applicable Holder does not elect in writing to withdraw, in whole, such Conversion

Notice, the Company shall hold such Conversion Notice in abeyance until such time as such Conversion Notice may be satisfied without

violating Section 4(d) below (with such calculations thereunder made as of the date such Conversion Notice was initially delivered to

the Company).

(d) Limitation

on Beneficial Ownership. The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder

shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate

of Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to

such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the

“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion.

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

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

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

sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted

Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised

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

stock or warrants, including the Preferred Shares) beneficially owned by such Holder or any other Attribution Party subject to a limitation

on conversion or exercise analogous to the limitation contained in this Section 4(d). For purposes of this Section 4(d), beneficial ownership

shall be calculated in accordance with Section 13(d) of the 1934 Act. For the avoidance of doubt, the calculation of the Maximum Percentage

shall take into account the concurrent exercise and/or conversion, as applicable, of the unexercised or unconverted portion of any other

securities of the Company beneficially owned by such Holder and/or any other Attribution Party, as applicable. For purposes of determining

the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding

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

most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC,

as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer

Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”).

If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less

than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then

outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined

pursuant to this Section 4(d), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of

Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any

Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Holder the number of

shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving

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

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

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

own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section

13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate

beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall

be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written

notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st)

day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as

specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)

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

Attribution Parties and not to any other Holder that is not an Attribution Party of such Holder. For purposes of clarity, the shares

of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall

not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of

the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability

of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph

shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to the extent

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

ownership limitation contained in this Section 4(d) or to make changes or supplements necessary or desirable to properly give effect

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

holder of such Preferred Shares.

(e) Right

of Alternate Conversion.

(i) General.

(1)

Alternate Optional Conversion. Subject to Section 4(d), after the Stockholder Approval Date (as defined in the Securities Purchase

Agreement), at any time, at the option of the Holder, the Holder may convert (each, an “Alternate Optional Conversion”,

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

Preferred Shares held by such Holder into shares of Common Stock (such aggregate Conversion Amount of the Preferred Shares subject to

such Alternate Optional Conversion, the “Alternate Optional Conversion Amount”) at the Alternate Optional Conversion

Price.

(2)

Alternate Triggering Event Conversion. Subject to Section 4(d), after the Stockholder Approval Date, at any time after the earlier

of a Holder’s receipt of a Triggering Event Notice (as defined below) and such Holder becoming aware of a Triggering Event (such

earlier date, the “Alternate Conversion Right Commencement Date”) and ending (such ending date, the “Alternate

Conversion Right Expiration Date”, and each such period, an “Alternate Conversion Right Period”) on the

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

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

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

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

and, if cured on or prior to the date of such Triggering Event Notice, the applicable Alternate Conversion Right Expiration Date, such

Holder may, at such Holder’s option, by delivery of a Conversion Notice to the Company (the date of any such Conversion Notice,

each an “Alternate Triggering Event Conversion Date” and together with each Alternate Optional Conversion Date, each,

an “Alternate Conversion Date”), convert (each an “Alternate Triggering Event Conversion”, and

together with each Alternate Optional Conversion, each an “Alternate Conversion”) all, or any number of Preferred

Shares held by such Holder (such Conversion Amount of the Preferred Shares to be converted pursuant to this Section 4(e)(i)(2), the “Alternate

Triggering Event Conversion Amount” and together with each Alternate Optional Conversion Amount, each, an “Alternate

Conversion Amount”) into shares of Common Stock at the Alternate Triggering Event Conversion Price.

(ii) Mechanics

of Alternate Conversion. On any Alternate Conversion Date, a Holder may voluntarily convert any number of Preferred Shares held by

such Holder pursuant to Section 4(c) (with the applicable “Alternate Conversion Price” replacing “Conversion Price”

for all purposes hereunder with respect to such Alternate Conversion and, solely with respect to the calculation of the number of shares

of Common Stock issuable upon conversion of any Conversion Amount in an Alternate Triggering Event Conversion, with “the applicable

Required Premium multiplied by the Conversion Amount” replacing “Conversion Amount” in clause (x) of the definition

of Conversion Rate in Section 4(b) above with respect to such Alternate Conversion) by designating in the Conversion Notice delivered

pursuant to this Section 4(e)(ii) of this Certificate of Designations that such Holder is electing to use the Alternate Conversion Price

for such conversion; provided that in the event of the Conversion Floor Price Condition, on the applicable Alternate Conversion Date

the Stated Value of the remaining Preferred Shares of such Holder shall automatically increase, pro rata, by the applicable Alternate

Conversion Floor Amount or, at the Company’s option, the Company shall deliver the applicable Alternate Conversion Floor Amount

to such applicable Holder on the applicable Alternate Conversion Date. Notwithstanding anything to the contrary in this Section 4(e)(ii),

but subject to Section 4(d), until the Company delivers to such Holder the shares of Common Stock to which such Holder is entitled pursuant

to the applicable Alternate Conversion of such Holder’s Preferred Shares, such Preferred Shares may be converted by such Holder

into shares of Common Stock pursuant to Section 4(c) without regard to this Section 4(e)(ii). In the event of an Alternate Conversion

pursuant to this Section 4(e)(ii) of all, or any portion, of any Preferred Shares of a Holder, such Holder’s damages would be uncertain

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

of a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this Section 4(e)(ii),

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

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

5. Triggering

Events.

(a) General.

Each of the following events shall constitute a “Triggering Event”:

(i) the

failure of the applicable Registration Statement to be filed with the SEC on or prior to the date that is ten (10) days after the applicable

Filing Deadline (as defined in the Registration Rights Agreement) or the failure of the applicable Registration Statement to be declared

effective by the SEC on or prior to the date that is ten (10) days after the applicable Effectiveness Deadline (as defined in the Registration

Rights Agreement);

(ii) while

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

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

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

sale of all of such holder’s Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such

lapse or unavailability continues for a period of ten (10) consecutive days or for more than an aggregate of twenty (20) days in any

365-day period (excluding days during an Allowable Grace Period (as defined in the Registration Rights Agreement));

(iii) the

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

of five (5) consecutive Trading Days;

(iv) the

Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within three (3)

Trading Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of Preferred Shares, including, without

limitation, by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required, with

a request for conversion of any Preferred Shares into shares of Common Stock that is requested in accordance with the provisions of this

Certificate of Designations, other than pursuant to Section 4(d) hereof;

(v) except

to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive day

that a Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than 150% of the number of shares of Common

Stock that such Holder would be entitled to receive upon a conversion, in full, of all of the Preferred Shares then held by such Holder

(assuming conversions at the Floor Price then in effect without regard to any limitations on conversion set forth in this Certificate

of Designations);

(vi) the

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

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

under the Transaction Documents as and when required by such Securities or the Securities Purchase Agreement, as applicable, unless otherwise

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

(vii) the

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

of the Company or any of its Subsidiaries;

(viii) bankruptcy,

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

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

forty-five (45) days of their initiation;

(ix) the

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

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

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

case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the

commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking

reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to

the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official

of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of

creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or

the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the

Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial

Code foreclosure sale or any other similar action under federal, state or foreign law;

(x) the

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

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

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

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

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

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

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

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

and in effect for a period of forty-five (45) consecutive days;

(xi) a

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

its Subsidiaries and which judgments are not, within forty-five (45) days after the entry thereof, bonded, discharged, settled or stayed

pending appeal, or are not discharged within forty-five (45) days after the expiration of such stay; provided, however, any judgment

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

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

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

or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within forty-five (45) days of the issuance

of such judgment;

(xii) the

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

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

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

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

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

to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would,

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

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

operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company

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

(xiii) other

than as specifically set forth in another clause of this Section 5(a), the Company or any Subsidiary breaches any representation or warranty

in any material respect (other than representations or warranties subject to Material Adverse Effect or materiality, which may not be

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

covenant or other term or condition that is curable, only if such breach remains uncured for a period of five (5) consecutive Trading

Days;

(xiv) a

false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Triggering

Event has occurred;

(xv) any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13 of this Certificate of Designations;

(xvi)

any Preferred Shares remain outstanding on or after January 28, 2028;

(xvii) any

Change of Control occurs without the prior written consent of the Required Holders, which consent shall not be unreasonably withheld,

conditioned or delayed;

(xviii) any

Material Adverse Effect occurs; or

(xix) any

provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be

valid and binding on or enforceable against the Company, or the validity or enforceability thereof shall be contested, directly or indirectly,

by the Company or any Subsidiary, or a proceeding shall be commenced by the Company or any Subsidiary or any Governmental Authority having

jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof or the Company or any of its Subsidiaries

shall deny in writing that it has any liability or obligation purported to be created under one or more Transaction Documents.

(b) Notice

of a Triggering Event. Upon the occurrence of a Triggering Event with respect to the Preferred Shares, the Company shall within two

(2) Business Days deliver written notice thereof via electronic mail and overnight courier (with next day delivery specified) (a “Triggering

Event Notice”) to each Holder.

6. Rights

Upon Fundamental Transactions.

(a) Assumption.

The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the

obligations of the Company under this Certificate of Designations and the other Transaction Documents in accordance with the provisions

of this Section 6(a) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required

Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of Preferred Shares in exchange for such

Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to

this Certificate of Designations, including, without limitation, having a stated value and dividend rate equal to the stated value and

dividend rate of the Preferred Shares held by the Holders and having similar ranking to the Preferred Shares, and satisfactory to the

Required Holders and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose shares of common

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

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

of Designations and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),

and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of

Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein

and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to each

Holder confirmation that there shall be issued upon conversion or redemption of the Preferred Shares at any time after the consummation

of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such

items still issuable under Sections 7 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption

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

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

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

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

in accordance with the provisions of this Certificate of Designations. Notwithstanding the foregoing, such Holder may elect, at its sole

option, by delivery of written notice to the Company to waive this Section 6(a) to permit the Fundamental Transaction without the assumption

of the Preferred Shares. The provisions of this Section 6(a) shall apply similarly and equally to successive Fundamental Transactions

and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares.

(b) Notice

of a Change of Control; Change of Control Election Notice. No sooner than the earlier of (x) twenty (20) Trading Days prior to the

consummation of a Change of Control or (y) the public announcement of the entry into an agreement with respect to a Change of Control,

nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”),

the Company shall deliver written notice thereof via electronic mail and overnight courier to each Holder (a “Change of Control

Notice”). At any time during the period beginning after a Holder’s receipt of a Change of Control Notice or such Holder

becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately

preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the date of consummation of such Change

of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement of such Change of Control,

such Holder may require, by delivering written notice thereof (“Change of Control Election Notice”) to the Company

(which Change of Control Election Notice shall indicate the number of Preferred Shares subject to such election), to have the Company

exchange such Holder’s Preferred Shares designated in such Change of Control Election Notice for consideration equal to the Change

of Control Election Price, to be satisfied at the Company’s election (such election to pay in cash or by delivery of the Rights

(as defined below), a “Consideration Election”), in either (I) rights (with a beneficial ownership limitation in the

form of Section 4(d) hereof, mutatis mutandis) (collectively, the “Rights”), convertible in whole, or in part,

at any time, without the requirement to pay any additional consideration, at the option of the Required Holders, into such Corporate

Event Consideration (as defined below) applicable to such Change of Control equal in value to the Change of Control Election Price (as

determined with the fair market value of the aggregate number of Successor Shares (as defined below) issuable upon conversion of the

Rights to be determined in increments of 10% (or such greater percentage as the applicable Holder may notify the Company from time to

time) of the portion of the Change of Control Election Price attributable to such Successor Shares (the “Successor Share Value

Increment”), with the aggregate number of Successor Shares issuable upon exercise of the Rights with respect to the first Successor

Share Value Increment determined based on 70% of the VWAP of the Successor Shares on the date the Rights are issued and on each of the

nine (9) subsequent Trading Days, in each case, the aggregate number of additional Successor Shares issuable upon exercise of the Rights

shall be determined based upon a Successor Share Value Increment at 70% of the VWAP of the Successor Shares in effect for such corresponding

Trading Day (such ten (10) Trading Day period commencing on, and including, the date the Rights are issued, the “Rights Measuring

Period”)), or (II) in cash; provided, that the Company shall not consummate a Change of Control if the Corporate Event Consideration

includes capital stock or other equity interest (the “Successor Shares”) either in an entity that is not listed on

an Eligible Market or an entity in which the daily share volume for the applicable Successor Shares for each of the twenty (20) Trading

Days prior to the date of consummation of such Change of Control is less than the aggregate number of Successor Shares issuable to all

Holders upon conversion in full of the applicable Rights (without regard to any limitations on conversion therein, assuming the exercise

in full of the Rights on the date of issuance of the Rights and assuming the VWAP of the Successor Shares for each Trading Day in the

Rights Measuring Period is the VWAP on the Trading Day ended immediately prior to the time of consummation of the Change of Control).

The Company shall give each Holder written notice of each Consideration Election at least twenty (20) Trading Days prior to the time

of consummation of such Change of Control. Payment of such amounts or delivery of the Rights, as applicable, shall be made by the Company

(or at the Company’s direction) to each Holder on the later of (x) the second (2nd) Trading Day after the date of such request

and (y) the date of consummation of such Change of Control (or, with respect to any Right, if applicable, such later time that holders

of shares of Common Stock are initially entitled to receive Corporate Event Consideration with respect to the shares of Common Stock

of such holder). Any Corporate Event Consideration included in the Rights, if any, pursuant to this Section 6(b) is pari passu

with the Corporate Event Consideration to be paid to holders of shares of Common Stock and the Company shall not permit a payment of

any Corporate Event Consideration to the holders of shares of Common Stock without on or prior to such time delivering the Right to the

Holders in accordance herewith. Cash payments, if any, required by this Section 6(b) shall have priority to payments to all other stockholders

of the Company in connection with such Change of Control. Notwithstanding anything to the contrary in this Section 6(b), but subject

to Section 4(d), until the applicable Change of Control Election Price is paid in full to the applicable Holder in cash or Corporate

Event Consideration in accordance herewith, the Preferred Shares submitted by such Holder for exchange or payment, as applicable, under

this Section 6(b) may be converted, in whole or in part, by such Holder into Common Stock pursuant to Section 4 or in the event the Conversion

Date is after the consummation of such Change of Control, stock or equity interests of the Successor Entity substantially equivalent

to the Company’s shares of Common Stock pursuant to Section 6. In the event of the Company’s repayment or exchange, as applicable,

of any of the Preferred Shares under this Section 6(b), such Holder’s damages would be uncertain and difficult to estimate because

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

opportunity for a Holder. Accordingly, any Required Premium due under this Section 6(b) is intended by the parties to be, and shall be

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

anything herein to the contrary, in connection with any redemption hereunder at a time a Holder is entitled to receive a cash payment

under any of the other Transaction Documents, at the option of such Holder delivered in writing to the Company, the applicable redemption

price hereunder shall be increased by the amount of such cash payment owed to such Holder under such other Transaction Document and,

upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction

Document.

7. Rights

Upon Issuance of Purchase Rights and Other Corporate Events.

(a) Purchase

Rights. In addition to any adjustments pursuant to Section 8 and Section 15 below, if at any time the Company grants, issues or sells

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

all of the record holders of any class of Common Stock (the “Purchase Rights”), then each Holder will be entitled

to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if

such Holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Shares (without taking

into account any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such purpose that all the

Preferred Shares were converted at the Alternate Conversion Price as of the applicable record date) held by such Holder immediately prior

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

as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; provided,

however, to the extent that such Holder’s right to participate in any such Purchase Right would result in such Holder and the other

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

such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of

such Purchase Right (and beneficial ownership) to such extent of any such excess) and such Purchase Right to such extent shall be held

in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended

by such number of days held in abeyance, if applicable) for the benefit of such Holder until such time or times, if ever, as its right

thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times such

Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent

Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,

such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such

limitation.

(b) Other

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

Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or

in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure

that each Holder will thereafter have the right, at such Holder’s option, to receive upon a conversion of all the Preferred Shares

held by such Holder (i) such securities or other assets (the “Corporate Event Consideration”) to which such Holder

would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such Holder upon the

consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred

Shares set forth in this Certificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion,

such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate

Event in such amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder initially been

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

consideration commensurate with the Conversion Rate of an Alternate Conversion. Provision made pursuant the preceding sentence shall

be in a form and substance satisfactory to the Required Holders. The provisions of this Section 7 shall apply similarly and equally to

successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares

set forth in this Certificate of Designations.

8. Rights

Upon Issuance of Other Securities.

(a) Adjustment

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

sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 8(a) is deemed to have granted, issued

or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account

of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration

per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to

such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the

“Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive

Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the

foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 8(a)),

the following shall be applicable:

(i) Issuance

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

or exchange of such Convertible Securities.

(ii) Issuance

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

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

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

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

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

Section 8(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

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

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

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

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

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

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

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

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

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

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

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

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

any Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 8(a),

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

(iii) Change

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

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

Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than

proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 8(b) below),

the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been

in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional

consideration or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes

of this Section 8(a)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible

Security that was outstanding as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding

sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange

thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 8(a)

shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

(iv) Calculation

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

or sale or deemed issuance or sale of any other securities of the Company (as determined by the Required Holders, the “Primary

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

together comprising one integrated transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of

securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to

each other and/or (C) are consummated under the same plan of financing), the aggregate consideration per share of Common Stock with respect

to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common

Stock was issued (or was deemed to be issued pursuant to Section 8(a)(i) or 8(a)(ii) above, as applicable) in such integrated transaction

solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration

Value of each such Option, if any, (II) the fair market value (as determined by the Required Holders in good faith) or the Black Scholes

Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the Required

Holders) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance with this Section 8(a)(iv).

If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the

consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security,

but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration

received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration

other than cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for

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

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

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

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

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

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

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

such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or

Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be

determined jointly by the Company and the Required Holders. If such parties are unable to reach agreement within ten (10) days after

the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will

be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable

appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser shall be final and binding upon

all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(v) Record

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

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

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

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

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

(b) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 7 or Section 15, if

the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination, recapitalization

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

Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 7 or

Section 15, if the Company at any time on or after the Subscription Date combines (by any stock split, stock dividend, stock combination,

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

shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant

to this Section 8(b) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring

an adjustment under this Section 8(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation

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

Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 8(c), if

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

Securities (other than with respect to a Permitted Equity Line (as defined in the Securities Purchase Agreement)) (any such securities,

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

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

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

share combinations and share dividends (each of the formulations for such variable price being herein referred to as, the “Variable

Price”), the Company shall provide written notice thereof via electronic mail and overnight courier to each Holder on the date

of such agreement and/or the issuance of such shares of Common Stock, Convertible Securities or Options, as applicable. From and after

the date the Company enters into such agreement or issues any such Variable Price Securities, each Holder shall have the right, but not

the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price upon conversion of the Preferred Shares

by designating in the Conversion Notice delivered upon any conversion of Preferred Shares that solely for purposes of such conversion

such Holder is relying on the Variable Price rather than the Conversion Price then in effect. A Holder’s election to rely on a

Variable Price for a particular conversion of Preferred Shares shall not obligate such Holder to rely on a Variable Price for any future

conversions of Preferred Shares.

(d) Stock

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

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

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

the Conversion Price then in effect (after giving effect to the adjustment in Section 8(b) above), then on the sixteenth (16th) Trading

Day immediately following such Stock Combination Event Date (each, a “Stock Combination Adjustment Date”), the Conversion

Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in Section 8(b) above) shall be reduced

(but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence

would otherwise result in an increase in the Conversion Price hereunder, no adjustment shall be made. Notwithstanding the foregoing,

if a Holder requests to convert any Preferred Shares in whole or in part on any given date during a Stock Combination Measuring Period,

solely with respect to such Preferred Shares being converted on such applicable Conversion Date, (a) such applicable Stock Combination

Adjustment Date shall be deemed to mean such Conversion Date, (b) such applicable Stock Combination Measuring Period shall be deemed

to have ended on the Trading Day immediately prior to such Conversion Date and (c) the applicable Event Market Price for such converted

Preferred Shares shall be calculated pursuant to this Section 8(d). For the avoidance of doubt, following the calculation of the Event

Market Price pursuant to this Section 8(d), the Company’s obligations with regard to such con-verted Preferred Shares shall be

deemed satisfied and no additional Event Market Price shall apply to such converted Preferred Shares.

(e) Other

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

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

of this Section 8 but not expressly provided for by such pro-visions (including, without limitation, the granting of stock appreciation

rights, phantom stock rights or other rights with equity features), then the Board shall in good faith determine and implement an appropriate

adjustment in the Conversion Price so as to protect the rights of such Holder, provided that no such adjustment pursuant to this Section

8(e) will increase the Conversion Price as otherwise determined pursuant to this Section 8, provided further that if such Holder does

not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Board and such Holder

shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,

whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.

(f) Calculations.

All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable.

The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the

Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(g) Voluntary

Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time any Preferred Shares

remain outstanding, with the prior written consent of the Required Holders, reduce the then current Conversion Price to any amount and

for any period of time deemed appropriate by the Board.

(h) Exchange

Right. Notwithstanding anything herein to the contrary, if the Company or any of its Subsidiaries consummates any Subsequent Placement

(other than with respect to Excluded Securities), and a Holder elects in writing to the Company to participate in such Subsequent Placement,

each such Holder may, at the option of such Holder as elected in writing to the Company, exchange all, or any part, of the Preferred

Shares of such Holder into the securities in such Subsequent Placement (with the aggregate amount of such securities to be issued in

such exchange equal to such aggregate amount of such securities with a purchase price valued at 120% of the Conversion Amount of the

Preferred Shares delivered by such Holder in exchange therefor).

(i)

Conversion Floor Price. Prior to the Stockholder Approval Date, no adjustment pursuant to this Section 8 shall cause the Conversion

Price to be less than $0.9767 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction

occurring after the date of the Securities Purchase Agreement) (the “Conversion Floor Price”). As of the Stockholder

Approval Date, any Dilutive Issuances or other events that would have resulted in an adjustment to the Conversion Price prior to the

Stockholder Approval Date, but for the application of this Section 8(i), shall adjust the Conversion Price hereunder as if such Dilutive

Issuances and/or other events, as applicable, occurred on the Stockholder Approval Date.

9. Redemption

at the Company’s Election. At any time, the Company shall have the right to redeem all, or any part pro rata based on the number

of the Preferred Shares then held by the Holders, of the Preferred Shares then outstanding (the “Company Optional Redemption

Amount”) on the Company Optional Redemption Date (as defined below) (a “Company Optional Redemption”). The

Preferred Shares subject to redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price (the “Company

Optional Redemption Price”) equal to 125% of the greater of (i) the Conversion Amount being redeemed as of the Company Optional

Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the Company

Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing

on the date immediately preceding such Company Optional Redemption Notice Date (as defined below) and ending on the Trading Day immediately

prior to the date the Company makes the entire payment required to be made under this Section 9. The Company may exercise its right to

require redemption under this Section 9 by delivering a written notice thereof by electronic mail and overnight courier to all, but not

less than all, of the Holders (the “Company Optional Redemption Notice” and the date all of the Holders received such

notice is referred to as the “Company Optional Redemption Notice Date”). Such Company Optional Redemption Notice shall

be irrevocable; provided that the Company Optional Redemption Notice may be conditioned upon the consummation of a refinancing transaction

or a Going Private Transaction. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption

shall occur (the “Company Optional Redemption Date”) which date shall not be less than ten (10) Trading Days nor more

than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate Conversion Amount of

the Preferred Shares which is being redeemed in such Company Optional Redemption from such Holder and all of the other Holders of the

Preferred Shares pursuant to this Section 9 on the Company Optional Redemption Date. The Company shall deliver the applicable Company

Optional Redemption Price to each Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein

to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption

Amount may be converted, in whole or in part, by any Holder into shares of Common Stock pursuant to Section 4. All Conversion Amounts

converted by a Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of the Preferred

Shares of such Holder required to be redeemed on the Company Optional Redemption Date. In the event of the Company’s redemption

of any of the Preferred Shares under this Section 9, a Holder’s damages would be uncertain and difficult to estimate because of

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

opportunity for such Holder. Accordingly, any redemption premium due under this Section 9 is intended by the parties to be, and shall

be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penalty. For the avoidance

of doubt, the Company shall have no right to effect a Company Optional Redemption if any Triggering Event has occurred and continuing,

but any Triggering Event shall have no effect upon any Holder’s right to convert Preferred Shares in its discretion. Notwithstanding

the foregoing, with respect to a Going Private Transaction, the Company may effect a Company Optional Redemption under this Section 9,

but with “Change of Control Election Price” replacing “Company Optional Redemption Price” for all purposes in

this Section 9 in connection therewith.

10. Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws (as defined

below) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of

securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate

of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action

as may be required to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing or any other provision

of this Certificate of Designations or the other Transaction Documents, the Company (a) shall not increase the par value of any shares

of Common Stock receivable upon the conversion of any Preferred Shares above the Conversion Price then in effect, (b) shall take all

such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable

shares of Common Stock upon the conversion of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all

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

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

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

anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted

to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d)

hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents

or approvals as necessary to effect such conversion into shares of Common Stock.

11. Authorized

Shares.

(a) Reservation.

So long as any Preferred Shares remain outstanding, the Company shall at all times reserve at least 150% of the number of shares of Common

Stock as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions, of all of

the Preferred Shares then outstanding at the Floor Price then in effect (without regard to any limitations on conversions) (the “Required

Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved)

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

Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the

event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated

a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person

which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number

of the Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation

to any other of the securities of the Company held by such Holder (or any of its designees) by delivery of a written notice to the Company.

(b) Insufficient

Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, at any time while any of the Preferred Shares

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

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

Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the

Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount

for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the

date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized

Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares

of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its

best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board

of directors to recommend to the stockholders that they approve such proposal (or, if a majority of the voting power then in effect of

the capital stock of the Company consents to such increase, in lieu of such proxy statement, deliver to the stockholders of the Company

an information statement that has been filed with (and either approved by or not subject to comments from) the SEC with respect thereto).

Notwithstanding the foregoing, if at any such time of an Authorized Share Failure, the Company is able to obtain the written consent

of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized

shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information

Statement on Schedule 14C. In the event that the Company is prohibited from issuing shares of Common Stock to a Holder upon any conversion

due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common

Stock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering

such Authorized Failure Shares to such Holder, the Company shall pay cash in exchange for the redemption of such portion of the Conversion

Amount of the Preferred Shares convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x)

such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period

commencing on the date such Holder delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company

and ending on the date of such issuance and payment under this Section 11(b); and (ii) to the extent such Holder purchases (in an open

market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of Authorized Failure Shares,

any brokerage commissions and other out-of-pocket expenses, if any, of such Holder incurred in connection therewith. Nothing contained

in Section 11(a) or this Section 11(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement

or Registration Rights Agreement.

12. Voting

Rights. The holders of the Preferred Shares shall have no voting rights, except as required by law (including without limitation,

the DGCL) and as expressly provided in this Certificate of Designations. To the extent that under the DGCL the vote of the holders of

the Preferred Shares, voting separately as a class or series, as applicable, is required to authorize a given action of the Company,

the affirmative vote or consent of the Required Holders of the Preferred Shares, voting together in the aggregate and not in separate

series unless required under the DGCL, represented at a duly held meeting at which a quorum is presented or by written consent of the

Required Holders (except as otherwise may be required under the DGCL), voting together in the aggregate and not in separate series unless

required under the DGCL, shall constitute the approval of such action by both the class or the series, as applicable. Subject to Section

4(d), to the extent that under the DGCL holders of the Preferred Shares are entitled to vote on a matter with holders of shares of Common

Stock, voting together as one class, each Preferred Share shall entitle the holder thereof to cast that number of votes per share as

is equal to the number of shares of Common Stock into which it is then convertible (subject to the ownership limitations specified in

Section 4(d) hereof) using the record date for determining the stockholders of the Company eligible to vote on such matters as the date

as of which the Conversion Price is calculated. Holders of the Preferred Shares shall be entitled to written notice of all stockholder

meetings or written consents (and copies of proxy materials and other information sent to stockholders) with respect to which they would

be entitled to vote, which notice would be provided pursuant to the Company’s bylaws (the “Bylaws”) and the

DGCL.

13. Covenants.

(a) Incurrence

of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur

or guarantee, assume or suffer to exist any Indebtedness (other than Permitted Indebtedness).

(b) Existence

of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer

to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts

and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted

Liens.

Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,

whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other

than pursuant to this Certificate of Designations) whether by way of payment in respect of principal of (or premium, if any) or interest

on, such Indebtedness or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment,

as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting a Triggering Event has

occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute a Triggering Event

has occurred and is continuing.

(d) Restriction

on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock (other than as required

by this Certificate of Designations).

(e) Restriction

on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company

or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales,

leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries

in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in the ordinary course of

business.

(f) Change

in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to

be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental

thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their

corporate structure or purpose.

(g) Preservation

of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,

rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing

in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes

such qualification necessary.

(h) Maintenance

of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of

its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear

and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which

it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(i) Maintenance

of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to

maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the

conduct of its business in full force and effect.

(j) Maintenance

of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable

insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption

insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering

such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance

with sound business practice by companies in similar businesses similarly situated.

(k) Transactions

with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,

any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of

property or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course

of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business,

for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s

length transaction with a Person that is not an affiliate thereof.

(l) Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (i) issue any

Preferred Shares (other than as contemplated by the Securities Purchase Agreement and this Certificate of Designations), or (ii) issue

any other securities that would cause a breach or default under this Certificate of Designations.

(m) Stay,

Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever

enacted or in force) that may affect the covenants or the performance of this Certificate of Designations; and (B) expressly waives all

benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution

of any power granted to the Holders by this Certificate of Designations, but will suffer and permit the execution of every such power

as though no such law has been enacted.

(n) Taxes.

The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related

interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon

their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except

where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).

The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure

to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding

the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain

adequate reserves therefor in accordance with GAAP.

(o) PCAOB

Registered Auditor. At all times any Preferred Shares remain outstanding, the Company shall have engaged an independent auditor to

audit its financial statements that is registered with (and in compliance with the rules and regulations of) the Public Company Accounting

Oversight Board.

(p) Independent

Investigation. At the request of the Required Holders either (x) at any time when a Triggering Event has occurred and is continuing,

(y) upon the occurrence of an event that with the passage of time or giving of notice would constitute a Triggering Event or (z) at any

time such Required Holders reasonably believe a Triggering Event may have occurred or be continuing, the Company shall hire an independent,

reputable investment bank selected by the Company and approved by such Holder (such approval not to be unreasonably withheld, conditioned

or delayed) to investigate as to whether any breach of this Certificate of Designations has occurred (the “Independent Investigator”).

If the Independent Investigator determines that such breach of this Certificate of Designations has occurred, the Independent Investigator

shall notify the Company of such breach and the Company shall deliver written notice to each Holder of such breach. In connection with

such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel,

offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available to the Company after the

Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants and any books of account, records,

reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client or other

evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as the Independent Investigator

may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating data and other information

with respect to the business and properties of the Company as the Independent Investigator may reasonably request. The Company shall

permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish

advice with respect thereto to, the Company’s officers, directors, key employees and independent public accountants or any of them

(and by this provision the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs

of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested.

14. Liquidation,

Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets

of the Company, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”),

before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding,

an amount per Preferred Share equal to the greater of (i) 125% of the Conversion Amount of such Preferred Share on the date of such payment

and (ii) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior

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

of shares of Parity Stock, then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal

to the full amount of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance

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

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

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

to be distributed to the Holders in accordance with this Section 14. All the preferential amounts to be paid to the Holders under this

Section 14 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution

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

Section 14 applies.

15. Distribution

of Assets. In addition to any adjustments pursuant to Section 7 and Section 8, if the Company shall declare or make any dividend

or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return

of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares

of Common Stock acquirable upon complete conversion of the Preferred Shares (without taking into account any limitations or restrictions

on the convertibility of the Preferred Shares and assuming for such purpose that the Preferred Share was converted at the Alternate Conversion

Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such

record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided,

however, that to the extent that such Holder’s right to participate in any such Distribution would result in such Holder

and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Distribution

to such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result

of such Distribution (and beneficial ownership) to such extent of any such excess) and the portion of such Distribution shall be held

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

Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted such Distribution

(and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to

the same extent as if there had been no such limitation).

16. Vote

to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written

consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation,

without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the

Required Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision

to, its Certificate of Incorporation or Bylaws, or file any certificate of designations or articles of amendment of any series of shares

of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions

provided for the benefit of the Preferred Shares hereunder, regardless of whether any such action shall be by means of amendment to the

Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized

number of shares of Series F Convertible Preferred Stock; (c) without limiting any provision of Section 2, create or authorize (by reclassification

or otherwise) any new class or series of Senior Preferred Stock or Parity Stock; (d) purchase, repurchase or redeem any shares of Junior

Stock (other than pursuant to the terms of the Company’s equity incentive plans and options and other equity awards granted under

such plans (that have in good faith been approved by the Board)); (e) without limiting any provision of Section 2, pay dividends or make

any other distribution on any shares of any Junior Stock; (f) issue any Preferred Shares other than as contemplated hereby or pursuant

to the Securities Purchase Agreement; or (g) without limiting any provision of Section 10, whether or not prohibited by the terms of

the Preferred Shares, circumvent a right of the Preferred Shares hereunder.

17. Transfer

of Preferred Shares. A Holder may offer, sell or transfer some or all of its Preferred Shares without the consent of the Company

subject only to the provisions of Section 5 of the Securities Purchase Agreement.

18. Reissuance

of Preferred Share Certificates and Book Entries.

(a) Transfer.

If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share Certificate to the

Company (or, if the Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company

will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 18(d)) (or

evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Preferred

Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred, a new

Preferred Share Certificate (in accordance with Section 18(d)) to such Holder representing the outstanding number of Preferred Shares

not being transferred (or evidence of such remaining Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee,

by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason

of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number of Preferred

Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred Shares.

(b) Lost,

Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company of

the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification and the indemnification

contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking

by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation

of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance

with Section 18(d)) representing the applicable outstanding number of Preferred Shares.

Share Certificate and Book-Entries Exchangeable for Different Denominations and Forms. Each Preferred Share Certificate is exchangeable,

upon the surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share Certificate or Preferred

Share Certificate(s) or new Book-Entry (in accordance with Section 18(d)) representing, in the aggregate, the outstanding number of the

Preferred Shares in the original Preferred Share Certificate, and each such new Preferred Share Certificate and/or new Book-Entry, as

applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred Share Certificate

as is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one or more new Preferred

Share Certificates or split by the applicable Holder by delivery of a written notice to the Company into two or more new Book-Entries

(in accordance with Section 18(d)) representing, in the aggregate, the outstanding number of the Preferred Shares in the original Book-Entry,

and each such new Book-Entry and/or new Preferred Share Certificate, as applicable, will represent such portion of such outstanding number

of Preferred Shares from the original Book-Entry as is designated in writing by such Holder at the time of such surrender.

(d) Issuance

of New Preferred Share Certificate or Book-Entry. Whenever the Company is required to issue a new Preferred Share Certificate or

a new Book-Entry pursuant to the terms of this Certificate of Designations, such new Preferred Share Certificate or new Book-Entry (i)

shall represent, as indicated on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of Preferred

Shares remaining outstanding (or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to Section

18(a) or Section 18(c), the number of Preferred Shares designated by such Holder) which, when added to the number of Preferred Shares

represented by the other new Preferred Share Certificates or other new Book-Entry, as applicable, issued in connection with such issuance,

does not exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate or original Book-Entry,

as applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable, and (ii) shall

have an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable, which

is the same as the issuance date of the original Preferred Share Certificate or in such original Book-Entry, as applicable.

19. Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations shall

be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction

Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall

limit any Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of

this Certificate of Designations. No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy

hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude

any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or

remedy of a Holder at law or equity or under this Certificate of Designations or any of the documents shall not be deemed to be an election

of such Holder’s rights or remedies under such documents or at law or equity. The Company covenants to each Holder that there shall

be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with

respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall

not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). No failure

on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof;

nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other or further exercise thereof

or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of any Holder at law or equity

or under Preferred Shares or any of the documents shall not be deemed to be an election of such Holder’s rights or remedies under

such documents or at law or equity. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event

of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies, to specific performance

and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such

case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information

and documentation to a Holder that is requested by such Holder to enable such Holder to confirm the Company’s compliance with the

terms and conditions of this Certificate of Designations.

20. Payment

of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection or

enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under

this Certificate of Designations with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designations

or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’

rights and involving a claim under this Certificate of Designations, then the Company shall pay the costs reasonably incurred by such

Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,

including, without limitation, attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts

due under this Certificate of Designations with respect to any Preferred Shares shall be affected, or limited, by the fact that the purchase

price paid for each Preferred Share was less than the original Stated Value thereof.

21. Construction;

Headings. This Certificate of Designations shall be deemed to be jointly drafted by the Company and the Holders and shall not be

construed against any such Person as the drafter hereof. The headings of this Certificate of Designations are for convenience of reference

and shall not form part of, or affect the interpretation of, this Certificate of Designations. Unless the context clearly indicates otherwise,

each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”

“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without

limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this

entire Certificate of Designations instead of just the provision in which they are found. Unless expressly indicated otherwise, all section

references are to sections of this Certificate of Designations. Terms used in this Certificate of Designations and not otherwise defined

herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Initial Issuance Date in

such other Transaction Documents unless otherwise consented to in writing by the Required Holders.

22. Failure

or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

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

representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by the Company and all Holders

and shall not be construed against any Person as the drafter hereof. Notwithstanding the foregoing, nothing contained in this Section

22 shall permit any waiver of any provision of Section 4(d).

23. Dispute

Resolution.

(a) Submission

to Dispute Resolution.

(i)

In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion

Price, an Alternate Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable

redemption price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing),

the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the

Company, within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by such Holder

at any time after such Holder learned of the circumstances giving rise to such dispute. If such Holder and the Company are unable to

promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion

Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable redemption price

(as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or such

Holder (as the case may be) of such dispute to the Company or such Holder (as the case may be), then such Holder may, with the consent

of the Company (not to be unreasonably withheld, conditioned or delayed), select an independent, reputable investment bank to resolve

such dispute.

(ii)

Such Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 23 and (B) written documentation supporting its position with respect to such dispute, in each

case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such

Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being

understood and agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the

Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled

to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect

to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered

to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such

Holder or otherwise requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any

written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii)

The Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such

Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne by the party in whose favor the investment bank decides such dispute or, in the event that the

investment bank determines that the applicable calculation is in between the amounts submitted by the Company and such Holder, then half

of such fees and expenses shall be borne by the Company and half of such fees and expenses shall be borne by the Holder, and such investment

bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate between the Company and

each Holder (and constitutes an arbitration agreement) under the rules then in effect under Delaware Rapid Arbitration Act, as amended,

(ii) the terms of this Certificate of Designations and each other applicable Transaction Document shall serve as the basis for the selected

investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized)

to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank

in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations

and the like to the terms of this Certificate of Designations and any other applicable Transaction Documents, (iii) the applicable Holder

(and only such Holder with respect to disputes solely relating to such Holder), in its sole discretion, shall have the right to submit

any dispute described in this Section 23 to any state or federal court sitting in Wilmington Delaware, in lieu of utilizing the procedures

set forth in this Section 23 and (iv) nothing in this Section 23 shall limit such Holder from obtaining any injunctive relief or other

equitable remedies (including, without limitation, with respect to any matters described in this Section 23).

24. Notices;

Currency; Payments.

(a) Notices.

The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to the terms of this

Certificate of Designations, including in reasonable detail a description of such action and the reason therefor. Whenever notice is

required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing and shall

be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide each Holder with prompt written

notice of all actions taken pursuant to this Certificate of Designations, including in reasonable detail a description of such action

and the reason therefore. Without limiting the generality of the foregoing, the Company shall give written notice to each Holder (i)

immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such

adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect

to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible

Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining

rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall

be made known to the public prior to or in conjunction with such notice being provided to such Holder.

(b) Currency.

All dollar amounts referred to in this Certificate of Designations are in United States Dollars (“U.S. Dollars”),

and all amounts owing under this Certificate of Designations shall be paid in U.S. Dollars. All amounts denominated in other currencies

(if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate (as defined below) on the date

of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant

to this Certificate of Designations, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation

(it being understood and agreed that where an amount is calculated with reference to, or over, a period of time, the date of calculation

shall be the final date of such period of time).

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations, unless otherwise

expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately

available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time. Whenever

any amount expressed to be due by the terms of this Certificate of Designations is due on any day which is not a Business Day, the same

shall instead be due on the next succeeding day which is a Business Day.

25. Waiver

of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other

demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of Designations

and the Securities Purchase Agreement.

26. Governing

Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws of the State of

Delaware, without giving effect to any provision of law or rule (whether of the State of Delaware or any other jurisdictions) that would

cause the application of the laws of any jurisdictions other than the State of Delaware. Except as otherwise required by Section 23 above,

the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware,

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,

and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject

to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of

such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process

in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner

permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal

action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder, to realize on any

collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii)

shall limit, or shall be deemed or construed to limit, any provision of Section 23 above. THE COMPANY AND EACH HOLDER HEREBY IRREVOCABLY

WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION

WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.

27. Judgment

Currency.

(a) If

for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 27 referred to as the “Judgment Currency”)

an amount due in U.S. Dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on

the Trading Day immediately preceding:

(i) the

date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii) the

date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which

such conversion is made pursuant to this Section 27(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If

in the case of any proceeding in the court of any jurisdiction referred to in Section 27(a)(ii) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment

Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Certificate of Designations.

28. Taxes.

(a) All

payments made by the Company hereunder or under any other Transaction Document shall be made in accordance with the terms of the respective

Transaction Document and shall be made without set-off, counterclaim, withholding, deduction or other defense. Without limiting the foregoing,

all such payments shall be made free and clear of and without deduction or withholding for any present or future taxes, levies, imposts,

deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) taxes imposed on the net income of a Holder

by the jurisdiction in which such Holder is organized or where it has its principal lending office, (ii) with respect to any payments

made by the Company hereunder, taxes (including, but not limited to, backup withholding) to the extent such taxes are imposed due to

the failure of the applicable recipient of such payment to provide the Company with whichever (if any) is applicable of valid and properly

completed and executed IRS Forms W-9, W-8BEN, W-8BEN-E, W-8ECI, and/or W-8IMY, when requested in writing by the Company, and (iii) with

respect to any payments made by the Company, taxes to the extent such taxes are imposed due to the failure of the applicable recipient

of such payment to comply with FATCA (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities,

collectively or individually, “Taxes”). If the Company shall be required to deduct or to withhold any Taxes from or

in respect of any amount payable hereunder or under any other Transaction Document:

(i) the

amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including

Taxes on amounts payable to a Holder pursuant to this sentence) such Holder receives an amount equal to the sum it would have received

had no such deduction or withholding been made,

(ii) the

Company shall make such deduction or withholding,

(iii) the

Company shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and

(iv) as

promptly as possible thereafter, the Company shall send such Holder an official receipt (or, if an official receipt is not available,

such other documentation as shall be satisfactory to such Holder, as the case may be) showing payment. In addition, the Company agrees

to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from

any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Preferred

Shares or any other Transaction Document (collectively, “Other Taxes”).

(b) The

Company hereby indemnifies and agrees to hold each Holder and each of their affiliates and their respective officers, directors, employees,

agents and advisors (each, an “Indemnified Party”) each Indemnified Party harmless from and against Taxes or Other

Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 28)

paid by any Indemnified Party as a result of any payment made hereunder or from the execution, delivery, registration or enforcement

of, or otherwise with respect to, this Preferred Shares or any other Transaction Document, and any liability (including penalties, interest

and expenses for nonpayment, late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other

Taxes were correctly or legally asserted. This indemnification shall be paid within thirty (30) days from the date on which such Holder

makes written demand therefor, which demand shall identify the nature and amount of such Taxes or Other Taxes.

the Company fails to perform any of its obligations under this Section 28, the Company shall indemnify such Holder for any taxes, interest

or penalties that may become payable as a result of any such failure. The obligations of the Company under this Section 28 shall survive

the repayment and/or conversion, as applicable, in full of the Preferred Shares and all other amounts payable with respect thereto.

(d) If

any Indemnified Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which

it has been indemnified pursuant to this Section 28 (including by the payment of additional amounts pursuant to this Section 28), it

shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section

28 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including taxes) of such Indemnified Party

and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying

party, upon the request of such Indemnified Party, shall repay to such Indemnified Party the amount paid over pursuant to this paragraph

(d) (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) in the event that such Indemnified

Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (d),

in no event will the Indemnified Party be required to pay any amount to an indemnifying party pursuant to this paragraph (d) the payment

of which would place the Indemnified Party in a less favorable net after-Tax position than the Indemnified Party would have been in if

the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification

payments or additional amounts with respect to such Tax had never been paid. This paragraph (d) shall not be construed to require any

Indemnified Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the

indemnifying party or any other Person.

29. Severability.

If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid or unenforceable by a

court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to

apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not

affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of Designations as so

modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the

prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations

or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),

the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

30. Maximum

Payments. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to establish

or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that

the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess

of such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

31. Stockholder

Matters; Amendment.

(a) Stockholder

Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the DGCL, the

Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares may be effected

by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance

with the applicable rules and regulations of the DGCL. This provision is intended to comply with the applicable sections of the DGCL

permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

(b) Amendment.

Except for Section 4(d) and this Section 31(b), which may not be amended, modified or waived hereunder, this Certificate of Designations

or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent

without a meeting in accordance with the DGCL, of the Required Holders, voting separate as a single class, and with such other stockholder

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

(a) to the extent otherwise expressly provided in this Certificate of Designations or the Certificate of Incorporation with respect

to voting or approval rights of a particular class or series of capital stock or (b) to the extent otherwise provided pursuant to

the DGCL, the holders of each outstanding class or series of shares of the Company shall not be entitled to vote as a separate voting

group on any amendment to the terms of this Certificate of Designations with respect to which such class or series would otherwise be

entitled under the DGCL to vote as a separate voting group.

32. Certain

Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

(a) “1933

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

(b)

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

Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all declared and unpaid Dividends

on such Preferred Share.

(d) “Adjusted

Floor Price” means, as determined on each six month anniversary of the Initial Issuance Date (each, an “Floor Adjustment

Date”), the lower of (i) the Floor Price then in effect and (ii) 20% of the lower of (x) the Nasdaq closing price of the Common

Stock as of the Trading Day ended immediately prior to such applicable Floor Adjustment Date and (y) the quotient of (I) the sum of each

Nasdaq closing price of the Common Stock on each Trading Day of the five (5) Trading Day period ended on, and including, the Trading

Day ended immediately prior to such applicable Floor Adjustment Date, divided by (II) five (5). All such determinations to be appropriately

adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period.

(e) “Adjustment

Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or

sale (or deemed issuance or sale in accordance with Section 8(a)) of shares of Common Stock (other than rights of the type described

in Section 7(a) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with

respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(f) “Affiliate”

or “Affiliated” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a

Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of

directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(g) “Alternate

Conversion Floor Amount” means an amount equal to the product obtained by multiplying (A) the higher of (I) the highest price

that the Common Stock trades at on the Trading Day immediately preceding the relevant Alternate Conversion Date and (II) the applicable

Alternate Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common Stock delivered (or to be

delivered) to such Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion from (II) the quotient

obtained by dividing (x) the applicable Conversion Amount that such Holder has elected to be the subject of the applicable Alternate

Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (x) of such definition.

(h) “Alternate

Conversion Price” means, with respect to any Alternate Conversion, the Alternate Optional Conversion Price or the Alternate

Triggering Event Conversion Price, as applicable, with respect thereto.

(i) “Alternate

Optional Conversion Price” means, with respect to any Alternate Optional Conversion, that price which shall be the lower of

(i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Optional Conversion, and

(ii) the greater of (x) the Floor Price and (y) 95% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day

period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice

(such period, the “Alternate Optional Conversion Measuring Period”). All such determinations to be appropriately adjusted

for any share dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases

the shares of Common Stock during such Alternate Optional Conversion Measuring Period.

(j) “Alternate

Triggering Event Conversion Price” means, with respect to any Alternate Triggering Event Conversion, that price which shall

be the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Triggering

Event Conversion, and (ii) the greater of (x) the Floor Price and (y) 90% of the lowest VWAP of the Common Stock during the five (5)

consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable

Conversion Notice (such period, the “Alternate Triggering Event Conversion Measuring Period”). All such determinations

to be appropriately adjusted for any stock dividend, stock split, share combination, reclassification or similar transaction that proportionately

decreases or increases the shares of Common Stock during such Alternate Triggering Event Conversion Measuring Period.

(k) “Approved

Stock Plan” means any employee benefit plan or agreement which has been approved by the Board prior to or subsequent to the

Subscription Date pursuant to which shares of Common Stock, restricted stock units, and standard options to purchase Common Stock may

be issued to any employee, officer, consultant or director for services provided to the Company in their capacity as such.

(l)

“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,

any funds, feeder funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly

managed or advised by a Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates

of such Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with such Holder

or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated

with such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of

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

(m) “Black

Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case

may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading

Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option,

Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate

for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date

of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected

volatility equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible

Security or Adjustment Right (as the case may be).

(n) “Bloomberg”

means Bloomberg, L.P.

(o) “Book-Entry”

means each entry on the Register evidencing one or more Preferred Shares held by a Holder in lieu of a Preferred Share Certificate issuable

hereunder.

(p) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any Governmental Authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(q) “Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of

Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to

elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such

reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing

the jurisdiction of incorporation of the Company or any of its Subsidiaries.

(r) “Change

of Control Election Price” means, with respect to any given Change of Control, such price equal to the greatest of (i) the

product of (A) the Required Premium multiplied by (B) the Conversion Amount of the Preferred Shares subject to the applicable election,

as applicable, (ii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed or exchanged, as applicable, multiplied

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

on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public

announcement of such Change of Control and ending on the date such Holder delivers the Change of Control Election Notice by (II) the

Alternate Conversion Price then in effect, and (iii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed

multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per

share of Common Stock to be paid to such holders of the shares of Common Stock upon consummation of such Change of Control (any such

non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities

as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the

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

on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price

then in effect.

(s) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and

last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market

begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may

be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by

Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing

bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security

is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,

of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no

closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the

ask prices, respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency

succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security

on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security

on such date shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required

Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures

in Section 23. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions during such period.

(t) “Closing

Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued

the Preferred Shares pursuant to the terms of the Securities Purchase Agreement.

(u) “Code”

means the Internal Revenue Code of 1986, as amended.

(v) “Common

Stock” means (i) the Company’s shares of common stock, $0.00001 par value per share, and (ii) any capital stock

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

(w) “Contingent

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

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

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

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

whole or in part) against loss with respect thereto.

(x) “Conversion

Floor Price Condition” means that the relevant Alternate Conversion Price is being determined based on clause (x) of such definitions.

(y) “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(z) “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or

the Nasdaq Capital Market.

(aa)

“Event Market Price” means, with respect to any Stock Combination Event Date, the lowest VWAP of the Common

Stock on any Trading Day during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately

preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date (such period, the “Stock Combination

Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock

combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such

applicable Stock Combination Measuring Period.

(bb)

“Excluded Securities” means (i) shares of Common Stock, restricted stock units or standard options to purchase Common

Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant

to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable

upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5%

of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options

is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions

of any such options are otherwise materially changed in any manner that adversely affects any of the Holders; (ii) shares of Common Stock

issued upon the conversion or exercise, as applicable, of Convertible Securities or Options (other than standard options to purchase

Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided

that the conversion price or exercise price, as applicable, of any such Convertible Securities or Options (other than standard options

to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such

Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that

are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions

of any such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock

Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Holders;

(iii) the shares of Common Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Certificate

of Designations; provided, that the terms of this Certificate of Designations are not amended, modified or changed on or after the Subscription

Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date); and (iv) shares of Common

Stock issued pursuant to the Permitted Equity Line.

(cc) “FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Certificate of Designation (or any amended or successor version

that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations

thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices

adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections

of the Code.

(dd) “Fiscal

Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that correspond to the Company’s

fiscal year as of the date hereof that ends on December 31.

(ee)

“Floor Price” means $0.19534 (or such lower amount as permitted, from time to time, by the Principal Market), subject to

adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events; provided that (a) if on

a Floor Adjustment Date the Floor Price then in effect is higher than the Adjusted Floor Price with respect to such Floor Adjustment

Date, on such Floor Adjustment Date the Floor Price shall automatically lower to such applicable Adjusted Floor Price and (b) the Company

may lower the Floor Price to such price as the Company and the Required Holders may agree, from time to time.

(ff) “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)

another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or

assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more

Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common

Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders

of at more than either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated

as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party

to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject

Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become

collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding shares of Common

Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually

or in the aggregate, acquire, either (x) more than 50% of the outstanding shares of Common Stock, (y) more than 50% of the outstanding

shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated

with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z)

such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3

under the 1934 Act) of more than 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common

Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related

transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”

(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,

tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,

recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever,

of either (x) more than 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) more than

50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as

of the date of this Certificate of Designations calculated as if any shares of Common Stock held by all such Subject Entities were not

outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock

or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other

transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholders

of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,

the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the

intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective

or inconsistent with the intended treatment of such instrument or transaction.

(gg) “GAAP”

means United States generally accepted accounting principles, consistently applied.

(hh) “Going

Private Transaction” means any Change of Control (i) pursuant to which, the Company (and the Successor Entity, if applicable)

ceases to have any securities registered under the 1934 Act or (ii) that results in the purchase and/or cancellation of all of the Common

Stock of the Company solely for cash (and not in whole, or in part, for any other securities of any Person).

(ii) “Governmental

Authority” means any federal, foreign, state, county, municipal, provincial, or local governmental authority, court, judicial

body, arbitration tribunal, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative,

or other agency, or any political or other subdivision, department, commission, board, bureau, branch, division, ministry, or instrumentality

of any of the foregoing.

(jj) “Group”

means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(kk) “Indebtedness”

means of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed

as the deferred purchase price of property or services, including, without limitation, “capital leases” in accordance with

United States generally accepted accounting principles consistently applied for the periods covered thereby (other than trade payables

entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect

to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar

instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all

indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case

with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller

or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations

under any leasing or similar arrangement which, in connection with United States generally accepted accounting principles, consistently

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

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

mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance of any nature whatsoever in or upon any property

or assets (including accounts and contract rights) with respect to any asset or property owned by any Person, even though the Person

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

in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.

(ll) “Intellectual

Property Rights” means, with respect to the Company and its Subsidiaries, all of their rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor.

(mm) “Investment”

means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,

advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the

purchase of any assets of another Person for greater than the fair market value of such assets.

(nn) “Liquidation

Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution

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

of the Company and its Subsidiaries, taken as a whole.

(oo) “Material

Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results of

operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole,

or on the transactions contemplated hereby or on the other Transaction Documents, or by the agreements and instruments to be entered

into in connection therewith or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

(pp) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(qq) “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or

equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the

Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(rr) “Permitted

Indebtedness” means (i) Indebtedness set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the

Subscription Date and (ii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition

of Permitted Liens.

(ss) “Permitted

Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for

which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business

by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as

materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to

a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon

or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness

incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time

of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds

of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $500,000, (v) Liens incurred

in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above,

provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal

amount of the Indebtedness being extended, renewed or refinanced does not increase and (vi) Liens in favor of customs and revenue authorities

arising as a matter of law to secure payments of custom duties in connection with the importation of goods, and Liens arising from judgments,

decrees or attachments in circumstances not constituting a Triggering Event under Section 5(a)(xi).

(tt) “Person”

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

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

(uu) “Price

Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during

the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor

Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after

the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions during any such measuring period.

(vv) “Principal

Market” means, as of any time of determination, the principal trading market, if any, in which the shares of Common Stock then

trade.

(ww) “Registration

Rights Agreement” means that certain registration rights agreement, dated as of the Closing Date, by and among the Company

and the initial holders of the Preferred Shares relating to, among other things, the registration of the resale of the Common Stock issuable

upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Certificate of Designations, as may be amended from

time to time.

(xx) “Required

Premium” means 125%.

(yy) “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(zz) “Securities

Purchase Agreement” means that certain securities purchase agreement by and among the Company and the initial holders of Preferred

Shares, dated as of the Subscription Date.

(aaa) “Series

C Preferred Stock” means convertible preferred stock of the Company designated as Series C Convertible Preferred Stock, $0.00001

par value.

(bbb) “Series

D Preferred Stock” means convertible preferred stock of the Company designated as Series D Convertible Preferred Stock, $0.00001

par value.

(ccc) “Series

E Preferred Stock” means convertible preferred stock of the Company designated as Series E Convertible Preferred Stock, $0.00001

par value.

(ddd) “Stated

Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred

Shares.

(eee) “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(fff) “Subscription

Date” means July 28, 2026.

(ggg) “Subsequent

Placement” means any direct, or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposal

of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security

or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under

Rule 405 promulgated under the 1933 Act), any Convertible Securities, any debt, any preferred stock or any purchase rights) by the Company

or any of its Subsidiaries.

(hhh) “Subsidiary”

shall have the meaning set forth in the Securities Purchase Agreement.

(iii) “Successor

Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving

any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental

Transaction shall have been entered into.

(jjj) “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any

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

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

“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less

than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

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

hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the applicable Holder

or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York

Stock Exchange (or any successor thereto) is open for trading of securities.

(kkk) “Transaction

Documents” means the Securities Purchase Agreement, the Registration Rights Agreement, this Certificate of Designations and

each of the other agreements and instruments entered into or delivered by the Company or any of the Holders in connection with the transactions

contemplated by the Securities Purchase Agreement, all as may be amended from time to time in accordance with the terms thereof.

(lll) “Volume

Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported

on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the

Trading Day immediately preceding such date of determination, is less than $20,000.

(mmm) “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board

for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest

closing bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security

on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined

by the Company and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such

security, then such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

33. Disclosure.

Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations, unless the Company

has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to

the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately

following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise.

In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its

Subsidiaries, the Company so shall indicate to the applicable Holder explicitly in writing in such notice (or promptly (but no later

than the next Business Day) following receipt of notice from such Holder, as applicable), and in the absence of any such written indication

in such notice (or notification from the Company promptly (but no later than the next Business Day) following receipt of notice from

such Holder), such Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public

information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 33 shall limit any obligations of the

Company, or any rights of any Holder, under Section 4(i) of the Securities Purchase Agreement.

34. Absence

of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company

and that each Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of such Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that each Holder may freely trade in any securities issued by the Company,

may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

[The

remainder of the page is intentionally left blank.]

WITNESS WHEREOF, the Company has caused this Certificate of Designations of the Series F Convertible Preferred Stock of Onconetix, Inc.

to be signed by its Chief Executive Officer on this 28 day of July, 2026.

ONCONETIX, INC.

By:

Name:

David A. White

Title:

Chief Executive Officer

EXHIBIT

ONCONETIX,

INC.

CONVERSION

NOTICE

Reference

is made to the Certificate of Designations of the Certificate of Incorporation of Onconetix, Inc., a Delaware corporation (the “Company”)

establishing the terms, preferences and rights of the Series F Convertible Preferred Stock, $0.00001 par value (the “Preferred

Shares”) of the Company (the “Certificate of Designations”). In accordance with and pursuant to the Certificate

of Designations, the undersigned hereby elects to convert the number of Preferred Shares indicated below into shares of common stock,

$0.00001 value per share (the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion:

_________________________________________________________________________

Aggregate number of Preferred Shares to be converted:

Aggregate Stated Value of such Preferred Shares to be converted:

Aggregate accrued and unpaid Dividends with respect to such

Preferred Shares to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

☐ If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion Price:____________

Please issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows:

☐ Check

here if requesting delivery as a certificate to the following name and to the following address:

Issue to:

☐  Check

here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC

Participant:

DTC

Number:

Account

Number:

Date:

_____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:_____________________

E-mail Address:

EXHIBIT

ACKNOWLEDGMENT

The

Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are

not] eligible to be resold by the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s execution and delivery

to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs

_________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated

_____________, 20__ from the Company and acknowledged and agreed to by ________________________.

ONCONETIX, INC.

By:

Name:

Title:

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT DATED JULY 28, 2026 RELATING TO THE SALE OF THE SERIES F PREFERRED STOCK

EX-10.1

Filename: ea029951001ex10-1.htm · Sequence: 3

Exhibit 10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July __, 2026, is by and among Onconetix, Inc.,

a Delaware corporation with offices located at 201 E. Fifth Street, Suite 1900 Cincinnati, OH 45202 (the “Company”),

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

the “Buyers”).

RECITALS

The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”)

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

The Company has authorized a new series of convertible preferred stock of the Company designated as Series F Convertible Preferred Stock,

$0.00001 par value, the terms of which are set forth in the certificate of designation for such series of Preferred Stock (the “Certificate

of Designations”) in the form attached hereto as Exhibit A (together with any convertible preferred shares issued

in replacement thereof in accordance with the terms thereof, the “Series F Preferred Stock”), which Series F Preferred

Stock shall be convertible into shares of Common Stock (as defined below) (such shares of Common Stock issuable pursuant to the terms

of the Certificate of Designations, including, without limitation, upon conversion or otherwise, collectively, the “Conversion

Shares”), in accordance with the terms of the Certificate of Designations.

Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, the aggregate

number of shares of Series F Preferred Stock set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (which

aggregate amount for all Buyers shall be 37,812 Preferred Shares and shall collectively be referred to herein as the “Preferred

Shares”).

At the Closing (as defined below), the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached

hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company has agreed

to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement),

under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

The Preferred Shares and the Conversion Shares, are collectively referred to herein as the “Securities.”

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

PURCHASE AND SALE OF PREFERRED SHARES.

(a)

Purchase of Preferred Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the

Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing

Date (as defined below) the aggregate number of Preferred Shares as is set forth opposite such Buyer’s name in column (3) on the

Schedule of Buyers.

(b)

Closing. The closing (the “Closing”) of the purchase of the Preferred Shares by the Buyers shall occur at the

offices of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007 or through the electronic exchange

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

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

date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day” means any day other than

Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided,

however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay

at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions

or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer

systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

(c)

Purchase Price. The aggregate purchase price for the Preferred Shares to be purchased by each Buyer (the “Purchase Price”)

shall be the amount set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, which may be satisfied in cash,

in exchange for other securities and/or by the cancellation of amounts owed by the Company to any such Buyer (with such aggregate amounts

owed credited against the Purchase Price on a dollar-for-dollar basis), as the Company and such applicable Buyer shall mutually agree.

(d)

Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer,

the amounts withheld pursuant to Section 4(g)) to the Company for the Preferred Shares to be issued and sold to such Buyer at the

Closing, and, to the extent all, or any part, of such Buyer’s Purchase Price is being satisfied in cash, such portion to be satisfied

in cash by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the

Company shall deliver to each Buyer the aggregate number of Preferred Shares as is set forth opposite such Buyer’s name in column

(3) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

BUYER’S REPRESENTATIONS AND WARRANTIES.

Each

Buyer, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and

as of the Closing Date:

(a)

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

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

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

(b)

No Public Sale or Distribution. Such Buyer (i) is acquiring its Preferred Shares and (ii) upon conversion of its Preferred

Shares will acquire the Conversion Shares issuable upon conversion thereof, in each case, for its own account and not with a view towards,

or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant

to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree,

or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to

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

the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute

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

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

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

(c)

Accredited Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

(d)

Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions

from the registration requirements of United States federal and state securities laws (including, without limitation, Regulation D) and

that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties,

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

and the eligibility of such Buyer to acquire the Securities.

(e) Information.

Such Buyer and its advisors, if any, have been furnished with all materials relating to the business (as it is now conducted and as

it is proposed to be conducted), finances and operations of the Company and materials relating to the offer and sale of the

Securities that have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask

questions of the Company with respect thereto. Neither such inquiries nor any other due diligence investigations conducted by such

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

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

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

an informed investment decision with respect to its acquisition of the Securities. Such Buyer has determined based on its own

independent review and such professional advice as it deems appropriate that its purchase of the Securities and participation in the

transactions contemplated by this Agreement (i) are fully consistent with its financial needs, objectives and condition, (ii) comply

and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, (iii) have been duly

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

or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is bound and (v) are a

fit, proper and suitable investment for such Buyer, notwithstanding the substantial risks inherent in investing in or holding the

Securities.

(f)

No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in

the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g)

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof:

(i) the resale of the Securities has not been and is not being registered under the 1933 Act or any state securities laws, and may not

be offered for sale, sold, assigned or transferred unless (A) the Securities are subsequently registered for resale pursuant to an effective

registration statement, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a

form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned

or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that

such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor

rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made

only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances

in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the

1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder;

and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state

securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities

may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such

pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge

of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant

to this Agreement or any other Transaction Document, including, without limitation, this Section 2(g).

(h)

Validity; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and

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

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

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

of applicable creditors’ rights and remedies.

(i)

No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and

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

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

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

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

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

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

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

(j) Residency.

Such Buyer’s principal place of business is located in that jurisdiction specified below its address on the Schedule of Buyers.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The

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

(a)

Organization and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing

and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their

properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each

of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership

of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to

be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used

in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets,

liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary,

taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments

to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to

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

on Schedule 3(a), the Company has no Subsidiaries. “Subsidiaries” means any Person in which the Company,

directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (II)

controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually

referred to herein as a “Subsidiary.”

(b)

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations

under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof.

The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company

of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation

for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares) have been duly authorized by the

Company’s board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of one or more

Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights

Agreement, (ii) the filing of a Form D with the SEC, (iii) the filing of a Supplemental Listing Application with the Principal Market

(as defined below), (iv) the Stockholder Approval (as defined below), and (v) any other filings as may be required by any state securities

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

Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been,

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

and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its

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

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

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

Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the

State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been

amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations,

the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and

instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby,

as may be amended from time to time.

(c)

Issuance of Securities. The issuance of the Preferred Shares is duly authorized and upon issuance in accordance with the terms

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

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

“Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized

capital stock not less than 150% of the maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming

for purposes hereof that (x) the Preferred Shares are convertible at the Floor Price (as defined in the Certificate of Designations)

then in effect and (y) any such conversion shall not take into account any limitations on the conversion of the Series F Preferred Stock

set forth in the Certificate of Designations). Upon issuance or conversion in accordance with the Certificate of Designations, the Conversion

Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with

respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy

of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt

from registration under the 1933 Act.

(d)

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the

Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and

the Conversion Shares and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Certificate

of Incorporation (as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined

below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the

Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) except as

set forth in Schedule 3(d), conflict with, or constitute a default (or an event which with notice or lapse of time or both would

become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any

agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any

law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations

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

federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset

of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for such conflicts,

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

on the ability of the Company to perform its obligations hereunder.

(e)

Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any

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

agency or, except as set forth on Schedule 3(e), any other Person in order for it to execute, deliver or perform any of its respective

obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents,

authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding

sentence have been or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries

are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of

the registration, application or filings contemplated by the Transaction Documents. Except as set forth in the SEC Documents, the Company

is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably

lead to delisting or suspension of the Common Stock in the foreseeable future. “Governmental Entity” means any nation,

state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign,

or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department,

official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise,

any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality

of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization

or any of the foregoing.

(f)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby

and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”

(as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more

than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the

“1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the

Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated

hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents

and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company

further represents to each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has

been based solely on the independent evaluation by the Company and its respective representatives.

(g)

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any

Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s

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

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

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

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

offer or sale of the Securities.

(h)

No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf

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

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

or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act

or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any of the

Principal Market or any exchange or automated quotation system on which any of the securities of the Company are listed or designated

for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or

steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration

Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

(i)

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances.

The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Certificate of Designations

in accordance with this Agreement and the Certificate of Designations is, in each case, absolute and unconditional regardless of the

dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

(j)

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action,

if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,

without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under

the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise

which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation,

the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors

have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating

to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

(k)

SEC Documents; Financial Statements. Except as set forth on Schedule 3(k), during the two (2) years prior to the date hereof,

the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by

it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits

and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein

being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers

or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system.

As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules

and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were

filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As

of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with

applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time

of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”),

consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes

thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary

statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results

of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments

which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of

reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss

contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards

Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf

of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to

in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material

fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance

under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including,

without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents

(the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the

Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financial Statements to be in compliance

with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend

that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of

the Financial Statements.

(l)

Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form

10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties,

operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries, except

as set forth in the SEC Documents or on Schedule 3(l). Since the date of the Company’s most recent audited financial statements

contained in a Form 10-K or as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries has (i) declared or paid

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

expenditures, individually or in the aggregate, outside of the ordinary course of business, except as set forth on Schedule 3(l).

Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,

insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason

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

fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, after

giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes

of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis,

(A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay

the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable

to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured

or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay

as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of

the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total

Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated,

contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case

may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature.

Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any

business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small

capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

(m)

No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth on Schedule 3(m) or as set forth

in the SEC Documents, to the Company’s knowledge, no event, liability, development or circumstance has occurred or exists, or is

reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties,

liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be

disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance

and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have a material adverse effect on any

Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.

(n)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in

default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series

of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum

of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither

the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation

applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in

violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have

a Material Adverse Effect. Except as set forth in the SEC Documents, without limiting the generality of the foregoing, the Company is

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

that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Except as

set forth in the SEC Documents, during the two years prior to the date hereof, (i) the Common Stock has been listed or designated for

quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii)

the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting

of the Common Stock from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and

permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to

possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and

neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any

such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the

Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected

to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition

of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently

conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have

a Material Adverse Effect on the Company or any of its Subsidiaries.

(o)

Foreign Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor

any other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have

violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption

laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised

to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for

any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively,

a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a

high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to

any Government Official, for the purpose of:

(i)

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

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

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

(ii)

assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its

Subsidiaries.

(p)

Sarbanes-Oxley Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley

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

(q)

Transactions With Affiliates. Except as disclosed in the SEC Documents, as would not require disclosure pursuant to Item 404(a)

of Regulation S-K or as set forth on Schedule 3(q), no current or former employee, partner, director, officer or stockholder (direct

or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof,

or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, (i) a party

to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing

of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder

or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, officers or directors

of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association

or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment

(direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through an Eligible Market

(as defined below)), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates

to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer,

stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company

or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend

or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses

incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or executives

(including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).

(r)

Equity Capitalization.

(i)

Definitions:

(A)

“Common Stock” means (x) the Company’s shares of common stock, $0.00001 par value per share, and (y) any

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

stock.

(B)

“Preferred Stock” means (x) the Company’s blank check preferred stock, $0.00001 par value per share, the terms

of which may be designated by the board of directors of the Company in a certificate of designations and (y) any capital stock into which

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

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

(ii)

Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 250,000,000

shares of Common Stock, of which, 3,949,107 shares are issued and outstanding and 99,922,111 shares are reserved for issuance pursuant

to Common Stock Equivalents (as defined below) (other than the Preferred Shares) exercisable or exchangeable for, or convertible into,

shares of Common Stock and (B) 10,000,000 shares of Preferred Stock, of which, 10,000 shares have been designated as Series C Preferred

Stock, 7 of which are issued and outstanding, 32,000 shares have been designated as Series D Preferred Stock, 8,156 of which are issued

and outstanding and 10,000 shares have been designated as Series E Preferred Stock, none of which are issued and outstanding. 3 shares

of Common Stock are held in the treasury of the Company. “Common Stock Equivalents” means any capital stock or other

security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible

into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security

of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.

(iii)

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

will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock

that are (A) reserved for issuance pursuant to Common Stock Equivalents (other than the Preferred Shares and shares to be issued under

the Company’s Stock Option and Incentive Plan) and (B) that are, as of the date hereof, owned by Persons who are “affiliates”

(as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least

10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are

“affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge

based on Form 3, Form 4, Schedule 13d and/or 13g filings, except as set forth on Schedule 3(r)(iii), no Person owns 10% or more

of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Common Stock Equivalents,

whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account

of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified

Person is a 10% stockholder for purposes of federal securities laws).

(iv)

Existing Securities; Obligations. Except as disclosed in the SEC Documents or Schedule 3(r)(iv): (A) none of the Company’s

or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered

or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or

commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any

shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements

by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the

Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever

relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of

the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries

is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement);

(D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar

provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is

or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing

anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary

has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(v)

Organizational Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate

of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s

bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Common Stock Equivalents

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

(s)

Indebtedness and Other Contracts. Except as disclosed in the SEC Documents or on Schedule 3(s), neither the Company

nor any of its Subsidiaries, (i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements,

documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries

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

the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii)

has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv)

is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where

such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any

contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers,

has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations

required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary

course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or

could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means,

without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase

price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade

payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations

with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures

or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,

(E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either

case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the

seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations

under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified

as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness

has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and

contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for

the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds

referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct

or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation

of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide

assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will

be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(t)

Litigation. There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any

court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened

against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’

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

3(t). No director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged

in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge

of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or

any current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order

suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act. After reasonable

inquiry of its employees, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration,

investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment,

injunction, decree, determination or award of any Governmental Entity.

(u)

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such

losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the

Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought

or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing

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

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

(v)

Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs

any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer

(as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified

the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such

officer’s employment with the Company or any such Subsidiary. No current (or former) executive officer or other key employee of

the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,

disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant,

and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or

any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance

with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms

and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,

reasonably be expected to result in a Material Adverse Effect.

(w)

Title.

(i)

Real Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities

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

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

to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens

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

the property subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid,

subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be

made of such property and buildings by the Company or any of its Subsidiaries.

(ii)

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest

in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by

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

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

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

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

the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current

taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property

subject thereto.

(x)

Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted

and presently proposed to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is listed on Schedule

3(x)(i). Except as set forth in Schedule 3(x)(ii), none of the Company’s Intellectual Property Rights have expired or

terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the

date of this Agreement. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual

Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of

its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither

the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements

or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality

and value of all of their Intellectual Property Rights.

(y)

Environmental Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined

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

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

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

a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating

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

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

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

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

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

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

(ii)

No Hazardous Materials:

(A)

have been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental

Laws; or

(B)

are present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of

any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental

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

(iii)

Neither the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed

of or otherwise located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and

polychlorinated biphenyls.

(iv)

None of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)

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

(z)

Subsidiary Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed

by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such

Subsidiary.

(aa)

Tax Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all

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

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

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

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

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no

basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined

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

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

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

constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving the Company’s ability

to utilize such NOLs.

(bb)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial

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

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

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

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

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

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

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

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

that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed,

summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls

and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under

the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers

and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the

Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person

relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of

the Company or any of its Subsidiaries.

(cc)

Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its

Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act

filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(dd)

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment

company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an

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

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

(ee)

Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following

the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the

Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries,

to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short)

any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the

Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer

is a party, directly or indirectly, presently may have a “short” position in the Common Stock which was established prior

to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to

have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each

Buyer may rely on the Company’s obligation to timely deliver shares of Common Stock upon conversion or exchange, as applicable,

of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of

the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by

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

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

that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Conversion

Shares deliverable with respect to the Securities are being determined and such hedging and/or trading activities (including, without

limitation, the location and/or reservation of borrowable shares of Common Stock), if any, can reduce the value of the existing stockholders’

equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges

that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Certificate of Designations

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

(ff)

Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting

on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation

of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii)

sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, (iii) paid or agreed to pay to

any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv)

paid or agreed to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(gg)

U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any

of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897

of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.

(hh)

Registration Eligibility. The Company is eligible to register the Registrable Securities (defined in the Registration Rights Agreement)

for resale by the Buyers using Form S-1 promulgated under the 1933 Act.

(ii)

Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required

to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have

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

(jj)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956,

as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal

Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent

(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of

a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries

or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(kk)

Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(ll)

Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of

the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents

or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company

or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution

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

or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal

political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(mm)

Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act

of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws,

regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not

limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons

Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR,

Subtitle B, Chapter V.

(nn)

Management. During the past five-year period, no current or former officer or director or, to the knowledge of the Company, no

current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has been the subject of:

(i)

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

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

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

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

(ii)

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

to driving while intoxicated or driving under the influence);

(iii)

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

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

(A)

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

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

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

or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct

or practice in connection with such activity;

(B)

Engaging in any particular type of business practice; or

(C)

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

securities laws or commodities laws;

(iv)

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

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

be associated with persons engaged in any such activity;

(v)

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

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

suspended or vacated; or

(vi)

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

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

(oo)

Stock Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable stock

option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such

stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option

plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company to

knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public

announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(pp)

No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably

anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company

and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability

to perform any of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had

discussions with its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company

has no reason to believe that it will need to restate any such financial statements or any part thereof.

(qq)

No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933

Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,

executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more

of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term

is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer

Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”

disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except

for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any

Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure

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

(rr)

Other Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration

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

(ss)

No Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions

contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(tt)

Public Utility Holding Company Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an

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

(uu)

Federal Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility”

under the Federal Power Act, as amended.

(vv)

Potential Products; FDA; EMEA.

(i)

The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities

necessary to conduct its business as currently conducted, including without limitation all such certificates, authorizations and permits

required by the United States Food and Drug Administration (the “FDA”) or any other federal, state or foreign agencies

or bodies engaged in the regulation of pharmaceuticals or biohazardous materials, except where the failure to so possess such certificates,

authorizations and permits, individually or in the aggregate, would not result in a Material Adverse Effect. The Company has not received

any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually

or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(ii)

The Company has not received any written notices or statements from the FDA, the European Medicines Agency (the “EMEA”)

or any other governmental agency, and otherwise has no knowledge or reason to believe, that (i) any drug candidate of the Company (each

a “Potential Product”) may or will be rejected or determined to be non-approvable; (ii) a delay in time for review

and/or approval of a marketing authorization application or marketing approval application in any jurisdiction for any Potential Product

is or may be required, requested or being implemented; (iii) one or more clinical studies for any Potential Product shall or may be requested

or required in addition to the clinical studies submitted to the FDA prior to the date hereof as a precondition to or condition of issuance

or maintenance of a marketing approval for any Potential Product; (iv) any license, approval, permit or authorization to conduct any

clinical trial of or market any product or Potential Product of the Company has been, will be or may be suspended, revoked, modified

or limited, except in the cases of clauses (i), (ii), (iii) and (iv) where such rejections, determinations, delays, requests, suspensions,

revocations, modifications or limitations might not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect.

(iii)

To the Company’s knowledge, the preclinical and clinical testing, application for marketing approval of, manufacture, distribution,

promotion and sale of the products and Potential Products of the Company is in compliance, in all material respects, with all laws, rules

and regulations applicable to such activities, including without limitation applicable good laboratory practices, good clinical practices

and good manufacturing practices, except for such non-compliance as would not, individually or in the aggregate, have a Material Adverse

Effect. The Company is not aware of any studies, tests or trial the results of which reasonably call into question the results of the

tests and trials conducted by or on behalf of the Company. The Company has not received notice of adverse finding, warning letter or

clinical hold notice from the FDA or any non-U.S. counterpart of any of the foregoing, or any untitled letter or other correspondence

or notice from the FDA or any other governmental authority or agency or any institutional or ethical review board alleging or asserting

noncompliance with any law, rule or regulation applicable in any jurisdiction, except notices, letters, and correspondences and non-U.S.

counterparts thereof alleging or asserting such noncompliance as would not, individually or in the aggregate, have a Material Adverse

Effect. The Company has not, either voluntarily or involuntarily, initiated, conducted or issued, or caused to be initiated, conducted

or issued, any recall, field correction, market withdrawal or replacement, safety alert, warning, “dear doctor” letter, investigator

notice, or other notice or action relating to an alleged or potential lack of safety or efficacy of any product or Potential Product

of the Company, any alleged product defect of any product or Potential Product of the Company, or any violation of any material applicable

law, rule, regulation or any clinical trial or marketing license, approval, permit or authorization for any product or potential product

of the Company, and the Company is not aware of any facts or information that would cause it to initiate any such notice or action and

has no knowledge or reason to believe that the FDA, the EMEA or any other governmental agency or authority or any institutional or ethical

review board or other non-governmental authority intends to impose, require, request or suggest such notice or action.

(ww)

Cybersecurity. The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks,

hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate

and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries

as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants

that would reasonably be expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries

have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards

to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data”

means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax

identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number;

(ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act,

as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”)

(EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability

and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);

and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,

outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the

duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each

case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The

Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations

of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect.

(xx)

Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable

state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries

have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance

with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such would not, either

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy

Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance

in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,

handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times made

all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures

made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory

rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice

of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge

of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for,

in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any

order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(yy)

Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their

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

concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the

other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations

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

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

Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state

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

not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries

to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and

correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of

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

under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12)

months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to

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

under which they are made, not misleading. To the Company’s knowledge, no event or circumstance has occurred or information exists

with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including

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

at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. All financial projections and

forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to the Buyers have been

prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was

delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized that such financial projections

or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections

or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made

any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

COVENANTS.

(a)

Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied

by it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder

and conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b)

Form D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide

a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company

shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at

the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States

(or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior

to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings

and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation,

all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable

foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities

to the Buyers.

(c)

Reporting Status. Until the date on which the Buyers shall have sold all of the Registrable Securities (the “Reporting

Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company

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

thereunder would no longer require such filings or otherwise permit such termination. From the time Form S-3 is available to the Company

for the registration of the Registrable Securities, the Company shall take all actions necessary to maintain its eligibility to register

the Registrable Securities for resale by the Buyers on Form S-3.

(d)

Use of Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly

or indirectly, for (i) except as set forth on Schedule 4(d), the satisfaction of any indebtedness of the Company or any of its

Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement

of any outstanding litigation.

(e)

Financial Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement)

during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the

EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly

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

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

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

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

e-mail copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following are filed with the

SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of the Company generally,

contemporaneously with the making available or giving thereof to the stockholders.

(f)

Listing. The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable

Securities upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed

or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation

for quotation (as the case may be) of all Registrable Securities from time to time issuable under the terms of the Transaction Documents

on such national securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing or authorization

for quotation (as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market,

the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible Market”). Neither the Company nor

any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of the Common

Stock on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section

4(f).

(g)

Fees. The Company shall reimburse the lead Buyer a non-accountable amount of $75,000 for all costs and expenses incurred by it

or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the

Transaction Documents (including, without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of

Kelley Drye & Warren LLP, counsel to the lead Buyer, any other reasonable fees and expenses in connection with the structuring, documentation,

negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection

therewith) at the Closing (the “Transaction Expenses”), which shall be withheld by the lead Buyer from its Purchase

Price at the Closing; provided, that the Company shall promptly reimburse Kelley Drye & Warren LLP on demand for all Transaction

Expenses not so reimbursed through such withholding at the Closing. The Company shall be responsible for the payment of any placement

agent’s fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions (other than

for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold

each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket

expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents,

each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

(h)

Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees

that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement

that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities

hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise

make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section

2(g) hereof; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(g) hereof

in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such

documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by

a Buyer.

(i)

Disclosure of Transactions and Other Material Information.

(i)

Disclosure of Transaction. On or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of

this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated

by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without

limitation, this Agreement (and all schedules to this Agreement), the form of Certificate of Designations and the form of the Registration

Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the

Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its

Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by

the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and

all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries

or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their

affiliates, on the other hand, shall terminate.

(ii)

Limitations on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their

respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the

Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may

be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including,

without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document,

by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in

the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, as

long as such Buyers has given the Company at least two (2) Business Days prior written notice such Buyer shall have the right to make

a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information,

as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,

employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers,

directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material,

non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not

have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject

to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with

respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any

Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the

8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause

(i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the

Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement,

release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary

would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular

Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being

understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or

a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

(j)

Additional Registration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration

Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as

defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under

the 1933 Act relating to securities that are not the Registrable Securities (other than (i) a registration statement on Form S-8; (ii)

a registration statement on Form S-1 or Form S-3, as applicable, covering the resale of shares sold pursuant to a Permitted Equity Line

(as defined below), or (iii) such supplements or amendments to registration statements that are outstanding and have been declared effective

by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not

with respect to any Subsequent Placement (as defined below))). “Applicable Date” means the later of (x) the Stockholder

Approval Date (as defined below) and (y) the earlier to occur of (I) the first date on which the resale by the Buyers of all the Registrable

Securities required to be filed on the initial Registration Statement pursuant to the Registration Rights Agreement is declared effective

by the SEC (and each prospectus contained therein is available for use on such date) or (II) the first date on which all of the Registrable

Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and

is continuing, such later date after which the Company has cured such Current Public Information Failure).

(k)

Additional Issuance of Securities. So long as any Buyer beneficially owns any Securities, the Company will not, without the prior

written consent of the Required Holders (as defined below), issue any Preferred Shares (other than to the Buyers as contemplated hereby)

and the Company shall not issue any other securities that would cause a breach or default under the Certificate of Designations. The

Company agrees that for the period commencing on the date hereof and ending on the date immediately following the forty-fifth (45th)

Trading Day after the Applicable Date (provided that such period shall be extended by the number of calendar days during such period

and any extension thereof contemplated by this proviso on which any Registration Statement is not effective or any prospectus contained

therein is not available for use or any Current Public Information Failure exists) (the “Restricted Period”), neither

the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise

dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security

or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under

Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any debt, any preferred stock or any purchase rights) (any such

issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter)

is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(k) shall not apply in respect

of the issuance of (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the

Company in their capacity as such pursuant to an Approved Stock Plan (as defined below), provided that (1) all such issuances (taking

into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i) do

not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the date hereof and (2) the

exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder

and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of

the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options

to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof,

provided that the conversion, exercise or other method of issuance (as the case may be) of any such Common Stock Equivalent is made solely

pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such Common Stock Equivalent that

were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Common

Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by

clause (i) above) is not lowered, none of such Common Stock Equivalents (other than standard options to purchase Common Stock issued

pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder

and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued

pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely

affects any of the Buyers; (iii) the Conversion Shares; and (iv) the shares of Common Stock issued (or issuable) pursuant to a Permitted

Equity Line (as defined below) (each of the foregoing in clauses (i) through (iv), collectively the “Excluded Securities”).

For purposes of this Agreement, (x) “Approved Stock Plan” means any employee benefit plan which has been approved

by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard

options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity

as such and (y) “Permitted Equity Line” means any equity line of credit by and between the Company and Buyer or any

of its affiliates.

(l)

Reservation of Shares. So long as any of the Preferred Shares remain outstanding, the Company shall take all action necessary

to at all times have authorized, and reserved for the purpose of issuance, no less than 150% of the maximum number of Conversion Shares

issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Floor

Price then in effect and (y) any such conversion shall not take into account any limitations on the conversion of the Series F Preferred

Stock set forth in the Certificate of Designations)(collectively, the “Required Reserve Amount”); provided that at

no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection

with any conversion and/or redemption, as applicable of Preferred Shares. If at any time the number of shares of Common Stock authorized

and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action

necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders

to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient

number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management

shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares

is sufficient to meet the Required Reserve Amount.

(m)

Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance

or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually

or in the aggregate, in a Material Adverse Effect.

(n)

Other Preferred Shares; Variable Securities. So long as any Preferred Shares remain outstanding, the Company and each Subsidiary

shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction

(other than a Permitted Equity Line). “Variable Rate Transaction” means a transaction in which the Company or any

Subsidiary (i) issues or sells any Common Stock Equivalents either (A) at a conversion, exercise or exchange rate or other price that

is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance

of such Common Stock Equivalents, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future

date after the initial issuance of such Common Stock Equivalents or upon the occurrence of specified or contingent events directly or

indirectly related to the business of the Company or the market for the Common Stock, other than pursuant to a customary “weighted

average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, any other equity line of credit

or an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future determined price (other

than standard and customary “preemptive” or “participation” rights). Each Buyer shall be entitled to obtain injunctive

relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect

damages.

(o)

Participation Right. At any time after October 2, 2026, and on or prior to the second (2nd) anniversary of the Closing

Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company

shall have first complied with this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o)

is a right granted by the Company, separately, to each Buyer.

(i)

At least five (5) Trading Days (as defined in the Certificate of Designations) prior to any proposed or intended Subsequent Placement,

the Company shall deliver to each Buyer a written notice (each such notice, a “Pre-Notice”), which Pre-Notice shall

not contain any information (including, without limitation, material, non-public information) other than: (A) if the proposed Offer Notice

(as defined below) constitutes or contains material, non-public information, a statement asking whether the Investor is willing to accept

material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information,

(x) a statement that the Company proposes or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x)

above does not constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an

Offer Notice with respect to such Subsequent Placement upon its written request. Upon the written request of a Buyer within three (3)

Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the

Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice

(the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of

the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify

and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and

the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with

which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer

in accordance with the terms of the Offer such Buyer’s pro rata portion of thirty percent (30%) of the Offered Securities, provided

that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(o) shall be (x) based

on such Buyer’s pro rata portion of the aggregate number of the Preferred Shares purchased hereunder by all Buyers (the “Basic

Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered

Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other

Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated

until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount.

(ii)

To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th)

Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion

of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount,

the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).

If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth

an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for,

the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference

between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”),

each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription

Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts,

subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires

to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each

Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt

of such new Offer Notice.

(iii)

The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all

or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)

pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in

the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest

rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer

Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of

the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement,

which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated

therein filed as exhibits thereto.

(iv)

In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms

specified in Section 4(o)(iii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of

Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be

not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(o)(ii) above

multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes

to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(o) prior to such

reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects

to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange

more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers

in accordance with Section 4(o)(i) above.

(v)

Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from the

Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance,

as reduced pursuant to Section 4(o)(iv) above if such Buyer has so elected, upon the terms and conditions specified in the Offer.

The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company

and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to

such Buyer and its counsel.

(vi)

Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(o) may not be issued, sold or

exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.

(vii)

The Company and each Buyer agree that if any Buyer elects to participate in the Offer, (A) neither the Subsequent Placement Agreement

with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)

shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities

of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in

connection with, any agreement previously entered into with the Company or any instrument received from the Company, (B) the Subsequent

Placement Documents shall not include any representation, warranty or covenant more adverse to such Buyer than as set forth in the Transaction

Documents, (C) if the Offered Securities to be acquired by a Buyer would result in such Buyer’s (together with its Attribution

Parties (as defined in the Certificate of Designations)) beneficial ownership of Common Stock to exceed the Maximum Percentage (as defined

in the Certificate of Designations), such Buyer shall be permitted to receive Offered Securities (whether as a Common Stock Equivalent

or otherwise) with a beneficial ownership limitation in the form of Section 4(d) of the Certificate of Designations, mutatis mutandis,

and (D) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration

rights contained in the Registration Rights Agreement.

(viii)

Notwithstanding anything to the contrary in this Section 4(o) and unless otherwise agreed to by such Buyer, the Company shall either

confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose

its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any

material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth

(5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and

no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been

abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company or any of its

Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide

such Buyer with another Offer Notice and such Buyer will again have the right of participation set forth in this Section 4(o). The Company

shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated

by the last sentence of Section 4(o)(ii).

(ix)

The restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The Company

shall not circumvent the provisions of this Section 4(o) by providing terms or conditions to one Buyer that are not provided to all.

(p)

Dilutive Issuances. For so long as any Preferred Shares remain outstanding, the Company shall not, in any manner, enter into or

affect any Dilutive Issuance (as defined in the Certificate of Designations) if the effect of such Dilutive Issuance is to cause the

Company to be required to issue upon conversion of any Preferred Shares any shares of Common Stock in excess of that number of shares

of Common Stock which the Company may issue upon conversion of the Preferred Shares without breaching the Company’s obligations

under the rules or regulations of the Principal Market.

(q)

Passive Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their

respective businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment

company within the meaning of Section 1297 of the Code.

(r)

Restriction on Redemption and Cash Dividends. So long as any Preferred Shares are outstanding, the Company shall not, directly

or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express

written consent of the Buyers (other than as required by the Certificate of Designations).

(s)

Corporate Existence. So long as any Buyer beneficially owns any Preferred Shares, the Company shall not be party to any Fundamental

Transaction (as defined in the Certificate of Designations) unless the Company is in compliance with the applicable provisions governing

Fundamental Transactions set forth in the Certificate of Designations.

(t)

Stock Splits. Until the Preferred Shares and all preferred shares issued pursuant to the Certificate of Designations are no longer

outstanding, the Company shall not effect any stock combination, reverse stock split or other similar transaction (or make any public

announcement or disclosure with respect to any of the foregoing) without the prior written consent of the Required Holders; provided,

however, that the Company may effect one (1) stock combination, reverse stock split or other similar transaction as necessary to comply

with the requirements of the Principal Market without the prior written consent of the Required Holders.

(u)

Conversion Procedures. The form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate

of Designations sets forth the totality of the procedures required of the Buyers in order to convert the Preferred Shares. Except as

provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to convert their

Preferred Shares. The Company shall honor conversions of the Preferred Shares and shall deliver the Conversion Shares in accordance with

the terms, conditions and time periods set forth in the Certificate of Designations. Without limiting the preceding sentences, no ink-original

Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion

Notice form be required in order to convert the Preferred Shares.

(v)

Regulation M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution

of the Securities contemplated hereby.

(w)

General Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person

acting on behalf of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form

of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice

or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar

or meeting whose attendees have been invited by any general solicitation or general advertising.

(x)

Integration. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on

behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any

security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration

of the Securities under the 1933 Act or require stockholder approval under the rules and regulations of the Principal Market and the

Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated

for purposes of the 1933 Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated hereby.

(y)

Notice of Disqualification Events. The Company will notify the Buyers in writing, prior to the Closing Date of (i) any Disqualification

Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event

relating to any Issuer Covered Person.

(z)

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite

stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders

of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date

hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court

or regulatory agency, in no event later than ninety (90) calendar days after the Closing), an information statement with respect thereto

or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”),

which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the “Stockholder

Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Buyers and Kelley Drye & Warren

LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kelley Drye & Warren LLP incurred in

connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s stockholder’s

affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for

the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard

to any limitations on conversion set forth in the Certificate of Designations) (such affirmative approval being referred to herein as

the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval

Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions

and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall

be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable

best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional

Stockholder Meeting to be held on or prior to the one hundred and sixtieth (160th) calendar day following the failure to obtain

Stockholder Approval. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained after such subsequent

stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every semi-annually thereafter until such

Stockholder Approval is obtained. Until the Company shall have obtained the Stockholder Approval (or, if earlier, such date as no Preferred

Shares remain outstanding), the Company shall not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate

of Designations) less than the Conversion Floor Price (as defined in the Certificate of Designations).

(aa)

Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause

to be delivered, to each Buyer and Kelley Drye & Warren LLP a complete closing set of the executed Transaction Documents, Securities

and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

(a)

Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may

designate by notice to each holder of Securities), a register for the Preferred Shares in which the Company shall record the name and

address of the Person in whose name the Preferred Shares have been issued (including the name and address of each transferee), the aggregate

number of the Preferred Shares held by such Person and the number of Conversion Shares issuable pursuant to the terms of the Certificate

of Designations. The Company shall keep the register open and available at all times during business hours for inspection of any Buyer

or its legal representatives.

(b)

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer

agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable

Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust

Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares in such

amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares. The Company represents and

warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer

instructions to give effect to Section 2(g) hereof, will be given by the Company to the Transfer Agent with respect to the Securities,

and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent

provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in

accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct the Transfer Agent to issue one or more

certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer

to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned

or transferred pursuant to an effective registration statement or in compliance with Rule 144, the Transfer Agent shall issue such shares

to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below.

The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company

acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the

event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in

addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer,

without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel

to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent on each Effective Date (as

defined in the Registration Rights Agreement). Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated

with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

(c)

Legends. Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares)

pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set

forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend

in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER

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

HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)

AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO

THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID

ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES

MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

(d)

Removal of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c)

above or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities

is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate

of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Buyer provides

the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall

not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule

144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the

effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of

the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling

judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall

no later than one (1) Trading Day (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation

for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the

Company) following the delivery by a Buyer to the Company or the Transfer Agent (with notice to the Company) of a legended certificate

representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect

the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d),

as directed by such Buyer, either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer

Program (“FAST”) and such Securities are Conversion Shares, credit the aggregate number of shares of Common Stock

to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal

at Custodian system or (B) if the Transfer Agent is not participating in FAST, issue and deliver (via reputable overnight courier) to

such Buyer, a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of

such Buyer or its designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such

Buyer’s designee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to

herein as the “Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive

legend to such Buyer or such Buyer’s designee with DTC, as applicable, the “Share Delivery Date”). The Company

shall be responsible for any Transfer Agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends

with respect to any Securities in accordance herewith.

(e)

Failure to Timely Deliver; Buy-In. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be

delivered) to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in FAST,

a certificate for the number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company’s

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

designee with DTC for such number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II)

if the Registration Statement covering the resale of the Conversion Shares submitted for legend removal by such Buyer pursuant to Section

5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails

to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify such Buyer and (y) deliver

the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted

for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC

through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred

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

then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Share

Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common

Stock not issued to such Buyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price

of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery

by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the

foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company shall

fail to issue and deliver a certificate to a Buyer and register such shares of Common Stock on the Company’s share register or,

if the Transfer Agent is participating in FAST, credit the balance account of such Buyer or such Buyer’s designee with DTC for

the number of shares of Common Stock to which such Buyer submitted for legend removal by such Buyer pursuant to Section 5(d) above (ii)

below or (II) a Notice Failure occurs, and if on or after such Trading Day such Buyer acquires (in an open market transaction, stock

loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock submitted for legend

removal by such Buyer pursuant to Section 5(d) above that such Buyer is entitled to receive from the Company (a “Buy-In”),

then the Company shall, within one (1) Trading Days after such Buyer’s request and in such Buyer’s discretion, either (i)

pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, share loan costs

and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person

in respect, or on behalf, of the holder) (the “Buy-In Price”), at which point the Company’s obligation to so

deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly

honor its obligation to so deliver to such Buyer a certificate or certificates or credit the balance account of such Buyer or such Buyer’s

designee with DTC representing such number of shares of Common Stock that would have been so delivered if the Company timely complied

with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product

of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Buyer by the Required Delivery Date

multiplied by (B) the lowest Closing Sale Price (as defined in the Certificate of Designations) of the Common Stock on any Trading Day

during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending

on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies

available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief

with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically

deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding

anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply

to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure

and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations with respect to

the Preferred Shares then held by such Buyer.

(f)

FAST Compliance. While any Preferred Shares remain outstanding, the Company shall maintain a transfer agent that participates

in FAST.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The

obligation of the Company hereunder to issue and sell the Preferred Shares to each Buyer at the Closing is subject to the satisfaction,

at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit

and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(a)

Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(b)

Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld

pursuant to Section 4(g)) for the Preferred Shares being purchased by such Buyer at the Closing and, to the extent all, or any part,

or any such Buyer’s Purchase Price is being satisfied in cash, such portion shall have been satisfied in cash by wire transfer

of immediately available funds in accordance with the Flow of Funds Letter.

(c)

The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of

the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,

which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material

respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such

Buyer at or prior to the Closing Date.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

The

obligation of each Buyer hereunder to purchase its Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing

Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by

such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(a)

The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company

shall have delivered to each Buyer a stock certificate (or evidence of book entry, as applicable) of the Company for the aggregate number

of Preferred Shares as set forth across from such Buyer’s name in column (3) of the Schedule of Buyers, in each case, as being

purchased by such Buyer at the Closing pursuant to this Agreement.

(b)

Such Buyer shall have received the opinion of Moritt Hock & Hamroff LLP, the Company’s counsel, dated as of the Closing Date,

in the form acceptable to such Buyer.

(c)

The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such

Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent.

(d)

The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in Delaware issued

by the Delaware Secretary of State as of a date within ten (10) days of the Closing Date.

(e)

The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and

good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and

is required to so qualify, as of a date within ten (10) days of the Closing Date.

(f)

The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations

as certified by the Delaware Secretary of State within ten (10) days of the Closing Date.

(g)

The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the

Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s

board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the

Bylaws of the Company, each as in effect at the Closing.

(h)

Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date

as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true

and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer

shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the

foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.

(i)

The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding

on the Closing Date immediately prior to the Closing.

(j)

The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been

suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the

SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or

(II) by falling below the minimum maintenance requirements of the Principal Market.

(k)

The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of

the Securities, including without limitation, those required by the Principal Market, if any.

(l)

No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed

by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated

by the Transaction Documents.

(m)

Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result

in a Material Adverse Effect.

(n)

The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion

Shares.

(o)

Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company,

setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).

(p)

Neither the Company, nor any of its Subsidiaries shall have any oral or written agreement with any Person with respect to any Fundamental

Transaction or other acquisition, merger or asset purchase outstanding as of the Closing Date (other than with respect to the transactions

contemplated by that certain Share Exchange Agreement, dated as of February 11, 2026, by and among the Company, Realbotix Corp., a British

Columbia company, Realbotix, LLC, a Delaware limited liability company, and Simulacra Corporation, a Delaware corporation).

(q)

The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the

transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

TERMINATION.

the event that the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall

have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business

on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this

Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated

by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Preferred

Shares shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any

obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing

contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and

provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by

any other party of its obligations under this Agreement or the other Transaction Documents.

MISCELLANEOUS.

(a)

Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of

this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any provision of law or rule

(whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other

than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction

Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit,

action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives

personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to

such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other

legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce

a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES

NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH

OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(b)

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the

same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event

that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an

executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such

signature is executed) with the same force and effect as if such signature page were an original thereof.

(c)

Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation

of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,

neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words

of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in

which they are found.

(d)

Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid

or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall

be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such

provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues

to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,

invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal

obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties

will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),

the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything

to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required

or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries

(as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation,

any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable

law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents

is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed

to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted

with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable

law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of

interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction

Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or

received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest”

or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which

they relate.

(e)

Entire Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and

thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the

Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any

Buyer with respect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other

Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain

the entire understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained

in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has

entered into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with

respect to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations

of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into

prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received

from the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full

force and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty,

covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision

of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders, and any amendment

to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and

holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies to less than

all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer’s

prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it

is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive any provision

of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 9(e)

shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent

that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only)

or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld

in such Buyer’s sole discretion). No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person

to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also

is offered to all of the parties to the Transaction Documents, all holders of the Preferred Shares. From the date hereof and while any

Preferred Shares are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or a holder of Preferred

Shares that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company or any

Subsidiary (i) to treat such Buyer or holder of Preferred Shares in a manner that is more favorable than to other similarly situated

Buyers or holders of Preferred Shares or (ii) to treat any Buyer(s) or holder(s) of Preferred Shares in a manner that is less favorable

than the Buyer or holder of Preferred Shares that is paying such consideration; provided, however, that the determination of whether

a Buyer has been treated more or less favorably than another Buyer shall disregard any securities of the Company purchased or sold by

any Buyer. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the

transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing,

the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation

to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement,

the Company expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of

its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner

or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction

Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly preceded by the phrase “except

as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely

on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained

in this Agreement or any other Transaction Document. “Required Holders” means (I) prior to the Closing Date, each

Buyer entitled to purchase Preferred Shares at the Closing and (II) on or after the Closing Date, (x) Buyer so long as Buyer

holds any Securities or has the right to acquire any Securities hereunder (or any Registrable Securities issued in exchange for any of

the foregoing), or (y) thereafter, holders of a majority of the Registrable Securities as of such time (excluding any Registrable Securities

held by the Company or any of its Subsidiaries as of such time) issued or issuable hereunder or pursuant to the Certificate of Designations

(or the Buyers, with respect to any waiver or amendment of Section 4(o)).

(f)

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement

must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent

by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the

sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not

be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery

specified, in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications

shall be:

to the Company:

Onconetix,

Inc.

201 E. Fifth Street, Suite 1900

Cincinnati,

Ohio

Telephone: (513) 620-4101

Attention: Interim Chief Financial Officer

E-Mail: KFedasz@Onconetix.com

With

a copy (for informational purposes only) to:

Moritt

Hock & Hamroff LLP

400 Garden City Plaza

2nd

Floor

New York, NY 11530

Telephone: (516) 880-2000

Attention: Dennis O’Rourke, Esq.

E-Mail: dorourke@moritthock.com

to the Transfer Agent:

State Street

30th

Floor

New York 10004-1571

Telephone: (800) 509-5586

Attention: Vincent Amodeo

E-Mail: cstmail@continentalstock.com

to a Buyer, to its mailing address and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives

as set forth on the Schedule of Buyers,

with

a copy (for informational purposes only) to:

Kelley

Drye & Warren LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Telephone: (212) 808-7540

Attention: Michael A. Adelstein, Esq.

E-mail: madelstein@kelleydrye.com

to such other mailing address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified

by written notice given to each other party five (5) days prior to the effectiveness of such change, provided that Kelley Drye &

Warren LLP shall only be provided copies of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient

of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing

the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal

service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g)

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors

and assigns, including any purchasers of any of the Preferred Shares. The Company shall not assign this Agreement or any rights or obligations

hereunder without the prior written consent of the Required Holders, including, without limitation, by way of a Fundamental Transaction

(unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Certificate of

Designations). A Buyer may assign some or all of its rights hereunder in connection with any transfer of any of its Securities without

the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.

(h)

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted

successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the

Indemnitees (as defined below) referred to in Section 9(k).

(i)

Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible

only for its own representations, warranties, agreements and covenants hereunder.

(j)

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

(k)

Indemnification. In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the

Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall

defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members,

officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives

(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the

“Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees,

liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for

which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified

Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach

of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant,

agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action,

suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action

brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A)

the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed

in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure properly made by

such Buyer pursuant to Section 4(i), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company

pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation,

as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing

undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction

of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics

and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6

of the Registration Rights Agreement.

(l)

Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual

intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the

generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common

Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock

dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the

date of this Agreement. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein

shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement

to borrow, identification of the availability of, and/or securing of, securities of the Company in order for such Buyer (or its broker

or other financial representative) to effect short sales or similar transactions in the future.

(m)

Remedies. Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities,

shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted

at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any

rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security),

to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore,

the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such

Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the

Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent

injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual

damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall

be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in

equity (including a decree of specific performance and/or other injunctive relief).

(n)

Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction

Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary

does not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its

sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand

or election in whole or in part without prejudice to its future actions and rights.

(o)

Payment Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to

any of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment

or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent

or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,

a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law,

common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended

to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff

had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents

are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction

Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar

equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation

to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in

the Wall Street Journal on the relevant date of calculation.

(p)

Judgment Currency.

(i)

If for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction

Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter

in this Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement,

the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:

(A)

the date actual payment of the amount due, in the case of any proceeding in the courts of Delaware or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(B)

the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of

which such conversion is made pursuant to this Section 9(p)(i)(B) being hereinafter referred to as the “Judgment Conversion

Date”).

(ii)

If in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(B) above, there is a change in

the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party

shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange

Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with the amount of Judgment

Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(iii)

Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Agreement or any other Transaction Document.

(q)

Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are

several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the

obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no

action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that

the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption

that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect

to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the

Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or

the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction

Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent

for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such

Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents.

The Company and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation

of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently

protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction

Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose.

The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of

the Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and

not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in

this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the

Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.

[signature

pages follow]

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as

of the date first written above.

COMPANY:

ONCONETIX,

INC.

By:

Name:

David White

Title:

Chief Executive Officer

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as

of the date first written above.

BUYER:

[__________]

By:

Name:

Title:

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as

of the date first written above.

BUYER:

[OTHER

BUYERS]

By:

Name:

Title:

SCHEDULE

OF BUYERS

(1)

(2)

(3)

(4)

(5)

Buyer

Mailing

Address and E-mail Address

Aggregate

Number of

Preferred Shares

Purchase

Price

Legal

Representative’s

Mailing Address and E-mail Address

[__________]

37,812

$ 30,249,600

TOTAL

37,812

$ 30,249,600

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT DATED JULY 28, 2026 RELATING TO THE RESALE OF THE SHARES OF COMMON STOCK UNDERLYING THE SERIES F PREFERRED STOCK

EX-10.2

Filename: ea029951001ex10-2.htm · Sequence: 4

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS

AGREEMENT (this “Agreement”), dated as of ___, 2026, is by and among Onconetix, Inc., a Delaware corporation with

offices located at 201 E. Fifth Street, Suite 1900 Cincinnati, OH 45202 (the “Company”), and the undersigned buyers

(each, a “Buyer,” and collectively, the “Buyers”).

RECITALS

A. In

connection with the Securities Purchase Agreement by and among the parties hereto, dated as of [___], 2026 (the “Securities Purchase

Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue

and sell to each Buyer shares of the Company’s Series F Convertible Preferred Stock, par value $0.00001 per share (the “Series

F Preferred Stock”), which will be convertible into shares (the “Conversion Shares”) of common stock of the

Company, $0.00001 par value per share (the “Common Stock”) in accordance with the terms of the Certificate of Designations

(as defined in the Securities Purchase Agreement).

B. To

induce the Buyers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide

certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor

statute (collectively, the “1933 Act”), and applicable state securities laws.

AGREEMENT

NOW, THEREFORE, in

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

sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:

1. Definitions.

Capitalized terms used herein

and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement,

the following terms shall have the following meanings:

(a) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(b) “Closing

Date” shall have the meaning set forth in the Securities Purchase Agreement.

Date” means the date that the applicable Registration Statement has been declared effective by the SEC.

(d) “Effectiveness

Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the

earlier of the (A) 90th calendar day (or the 120th calendar day if subject to a full review by the SEC) after the

Closing Date and (B) 3rd Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that

such Registration Statement will not be reviewed or will not be subject to further review and (ii) with respect to any additional Registration

Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 90th calendar

day (or the 120th calendar day if subject to a full review by the SEC) following the date on which the Company was required

to file such additional Registration Statement and (B) 3rd Business Day after the date the Company is notified (orally or in writing,

whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.

(e) “Filing

Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the

45th calendar day after the Closing Date and (ii) with respect to any additional Registration Statements that may be required

to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration

Statement pursuant to the terms of this Agreement.

(f) “Investor”

means a Buyer or any transferee or assignee of any Registrable Securities or Series F Preferred Stock to whom a Buyer assigns its rights

under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee

or assignee thereof to whom a transferee or assignee of any Registrable Securities or Series F Preferred Stock assigns its rights under

this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

(g) “Person”

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

or a government or any department or agency thereof.

(h) “register,”

“registered,” and “registration” refer to a registration effected by preparing and filing one or

more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration

Statement(s) by the SEC.

(i) “Registrable

Securities” means (i) the Conversion Shares and (ii) any capital stock of the Company issued or issuable with respect to the

Conversion Shares or the Series F Preferred Stock, including, without limitation, (1) as a result of any stock split, stock dividend,

recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common

Stock (as defined in the Certificate of Designations) are converted or exchanged and shares of capital stock of a Successor Entity (as

defined in the Certificate of Designations) into which the shares of Common Stock are converted or exchanged, in each case, without regard

to any limitations on conversion of the Series F Preferred Stock.

(j) “Registration

Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering Registrable

Securities.

(k) “Required

Holders” shall have the meaning as set forth in the Securities Purchase Agreement.

(l) “Required

Registration Amount” means, as of any time of determination, 150% of the maximum number of shares of Common Stock issuable upon

conversion of all the Series F Preferred Stock (assuming for purposes hereof that (x) the shares of Series F Preferred Stock are convertible

at the Floor Price (as defined in the Certificate of Designations) then in effect and (y) any such conversion shall not take into account

any limitations on the conversion of the Series F Preferred Stock set forth in the Certificate of Designations, all subject to adjustment

as provided in Section 2(d) and/or Section 2(f)).

(m) “Rule

144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar

or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without

registration.

(n) “Rule

415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar

or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.

(o) “SEC”

means the United States Securities and Exchange Commission or any successor thereto.

2. Registration.

(a) Mandatory

Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the

SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that such initial

Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount

as of the date such Registration Statement is initially filed with the SEC; provided further that if Form S-3 is unavailable for such

a registration, the Company shall use such other form as is required by Section 2(c). Such initial Registration Statement, and each other

Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the

Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially

the form attached hereto as Exhibit B. The Company shall use its best efforts to have such initial Registration Statement,

and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon

as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.

(b) Legal

Counsel. Subject to Section 5 hereof, Kelley Drye & Warren LLP, counsel solely to the lead Investor (“Legal Counsel”)

shall review and oversee any registration, solely on behalf of the lead Investor, pursuant to this Section 2.

to Use Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,

the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable

to the Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form S-3 as soon as such form

is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time

as a Registration Statement on Form S-3 covering the resale of all the Registrable Securities has been declared effective by the SEC and

the prospectus contained therein is available for use.

(d) Sufficient

Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient to cover

all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the

Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration Statement (if permissible), or file with

the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required

Registration Amount as of the Trading Day (as defined in the Certificate of Designations) immediately preceding the date of the filing

of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) Trading

Days (or twenty (20) Trading Days with respect to financial statement comments) after the necessity therefor arises (but taking account

of any Staff (as defined below) position with respect to the date on which the Staff will permit such amendment to the Registration Statement

and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use its best efforts to cause

such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon

as practicable following the filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration

Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient

to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the applicable

Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such time by (ii)

0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion, amortization

and/or redemption of the Series F Preferred Stock (and such calculation shall assume (A) that the shares of Series F Preferred Stock are

then convertible in full into shares of Common Stock at the Floor Price then in effect and (B) all shares of the Series F Preferred Stock

outstanding as of such time of determination remain outstanding through the scheduled Maturity Date (as defined in the Certificate of

Designations) and no redemptions of the Series F Preferred Stock occur prior to the scheduled Maturity Date).

(e) Effect

of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering the

resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section 2(f))

and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for

such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a Registration Statement

without affording each Investor and Legal Counsel the opportunity to review and comment on the same as required by Section 3(c) hereof,

the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B)

not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness

Failure”) (it being understood that if on the Business Day immediately following the Effective Date for such Registration Statement

the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance

with Section 3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have

satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace

Period (as defined below), on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities

required to be included on such Registration Statement (disregarding any reduction pursuant to Section 2(f)) cannot be made pursuant

to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure

to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of

(or a failure to timely list) the shares of Common Stock on the Principal Market (as defined in the Securities Purchase Agreement) or

any other limitations imposed by the Principal Market, or a failure to register a sufficient number of shares of Common Stock or by reason

of a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”),

or (iii) if a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for

any reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation,

the failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer described

in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2)

(a “Current Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable Securities

without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages

to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy

shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the

Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent

(1%) of such Investor’s Purchase Price (as defined in the Securities Purchase Agreement) (1) on the date of such Filing Failure,

Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary

of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a

Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the

date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to

Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable

Securities shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.”

Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or

failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is

cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third

(3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in

accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated

for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other

than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common

Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold

by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current

public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

(f) Offering.

Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant

to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering

pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf

of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become

effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market

by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an

“underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors

until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making

such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number

of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor

or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position,

in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of

Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares

by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation

of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires

any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified

as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent

to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total

number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does

not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this

paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In

the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to

require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within

twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale

by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective

such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder,

in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an

effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such

Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff

position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1)

(or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a

manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included

in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised

by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such

Investor as contemplated above).

(g) Piggyback

Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement if there is not

an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for

use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering

for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each

as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any

acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee

benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15)

days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration

statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however,

the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale

pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public

information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration

Statement.

(h) Allocation

of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in

the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable

Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase

thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable

Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining

number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares

of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities

covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities

then held by such Investors which are covered by such Registration Statement.

(i) No

Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration

Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined

in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its

security holders, except as otherwise permitted under the Securities Purchase Agreement.

3. Related

Obligations.

The Company shall use its

best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and,

pursuant thereto, the Company shall have the following obligations:

(a) The

Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but in no

event later than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement to become effective as

soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods, the

Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant to Rule 415

for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times until

the earlier of (i) the date as of which all of the Investors may sell all of the Registrable Securities required to be covered by such

Registration Statement (disregarding any reduction pursuant to Section 2(f)) without restriction pursuant to Rule 144 (including,

without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2),

if applicable) or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration

Statement (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement, the Company

shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments

and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection

with such Registration Statement (1) shall not contain any untrue statement of a material fact or omit to state a material fact required

to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which

they were made) not misleading and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the

extent permitted) all material information regarding the Company and its securities. The Company shall submit to the SEC, as promptly

as practicable after the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made

by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be) and (ii) the consent

of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration of

effectiveness of such Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such

request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable,

but in no event later than fifteen (15) Trading Days (or twenty (20) Trading Days with respect to financial statement comments) after

the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.

(b) Subject

to Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation,

post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each such Registration

Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such

Registration Statement effective at all times during the Registration Period for such Registration Statement, and, during such period,

comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be

covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance

with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; provided, however,

by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file with the SEC in accordance

with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to the applicable Registration Statement

(whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements to any Registration

Statement which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b))

by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Securities Exchange Act

of 1934, as amended (the “1934 Act”), the Company shall, if permitted under the applicable rules and regulations of

the SEC, have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or

supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend

or supplement such Registration Statement.

Company shall (A) permit Legal Counsel and legal counsel for each other Investor to review and comment upon (i) each Registration Statement

at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement

(including, without limitation, the prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,

Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC,

and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel or any legal counsel for

any other Investor reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration

Statement or any amendment or supplement thereto or to any prospectus contained therein without the prior consent of Legal Counsel, which

consent shall not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel and legal counsel for each other Investor,

without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration

Statement, provided that such correspondence shall not contain any material, non-public information regarding the Company or any of its

Subsidiaries (as defined in the Securities Purchase Agreement), (ii) after the same is prepared and filed with the SEC, one (1) copy

of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and

schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness

of each Registration Statement, one (1) copy of the prospectus included in such Registration Statement and all amendments and supplements

thereto. The Company shall reasonably cooperate with Legal Counsel and legal counsel for each other Investor in performing the Company’s

obligations pursuant to this Section 3.

(d) The

Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,

(i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s) and supplement(s)

thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested

by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, ten (10)

copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies

as such Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation, copies of any

preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the

Registrable Securities owned by such Investor.

(e) The

Company shall use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale

by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws

of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without

limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness

thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications

in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the

Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or

as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this

Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process

in any such jurisdiction. The Company shall promptly notify Legal Counsel, legal counsel for each other Investor and each Investor who

holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification

of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States

or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f) The

Company shall notify Legal Counsel, legal counsel for each other Investor and each Investor in writing of the happening of any event,

as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement,

as then in effect, may include an untrue statement of a material fact or omission to state a material fact required to be stated therein

or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that

in no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject

to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement and such prospectus contained therein

to correct such untrue statement or omission and deliver ten (10) copies of such supplement or amendment to Legal Counsel, legal counsel

for each other Investor and each Investor (or such other number of copies as Legal Counsel, legal counsel for each other Investor or such

Investor may reasonably request). The Company shall also promptly notify Legal Counsel, legal counsel for each other Investor and each

Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, when a Registration

Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel,

legal counsel for each other Investor and each Investor by e-mail on the same day of such effectiveness and by overnight mail), and when

the Company receives written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the

SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information,

(iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate;

and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information

relating to the Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as

promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto (it

being understood and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than fifteen (15)

Business Days after the receipt thereof).

(g) The

Company shall (i) use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration

Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification,

of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal

of such order or suspension at the earliest possible moment and (ii) notify Legal Counsel, legal counsel for each other Investor and each

Investor who holds Registrable Securities of the issuance of such order and the resolution thereof or its receipt of actual notice of

the initiation or threat of any proceeding for such purpose.

(h) If

any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such

Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such Investor, on the

date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an Investor may reasonably

request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily

given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and

(ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope

and substance as is customarily given in an underwritten public offering, addressed to the Investors.

(i) If

any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such

Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall make available for inspection

by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained by such Investor

(collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and

properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector,

and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;

provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except to such Investor)

or use of any Record or other information which the Company’s board of directors determines in good faith to be confidential, and

of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary to avoid or correct a misstatement

or omission in any Registration Statement or is otherwise required under the 1933 Act, (2) the release of such Records is ordered pursuant

to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (3) the information in such

Records has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction

Document (as defined in the Securities Purchase Agreement). Such Investor agrees that it shall, upon learning that disclosure of such

Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company

and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for,

the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Investor, if any)

shall be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable

laws and regulations.

(j) The

Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i)

disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is

necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such

Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final,

non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available

to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall,

upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent

jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s expense,

to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k) Without

limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its best efforts either to (i) cause

all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on which securities

of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted

under the rules of such exchange, (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration

Statement on an Eligible Market (as defined in the Securities Purchase Agreement), or (iii) if, despite the Company’s best efforts

to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without

limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers to register with the Financial

Industry Regulatory Authority (“FINRA”) as such with respect to such Registrable Securities. In addition, the Company

shall cooperate with each Investor and any broker or dealer through which any such Investor proposes to sell its Registrable Securities

in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees and expenses

in connection with satisfying its obligations under this Section 3(k).

(l) The

Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the

timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered

pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case may be) as the Investors

may reasonably request from time to time and registered in such names as the Investors may request.

(m) If

requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r)

hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to

be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect

to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering

of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective

amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii)

supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an Investor holding

any Registrable Securities.

(n) The

Company shall use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved

by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(o) The

Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close

of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158

under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following

the applicable Effective Date of each Registration Statement.

(p) The

Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration

hereunder.

(q) Within

one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company

shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies

to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement

has been declared effective by the SEC in the form attached hereto as Exhibit A.

(r) Notwithstanding

anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective Date of

a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company or

any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company,

in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”),

provided that the Company shall promptly notify the Investors in writing of the (i) existence of material, non-public information giving

rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such material, non-public information

to any of the Investors) and the date on which such Grace Period will begin and (ii) date on which such Grace Period ends, provided

further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period all such

Grace Periods shall not exceed an aggregate of sixty (60) days, (II) the first day of any Grace Period must be at least five (5)

Trading Days after the last day of any prior Grace Period and (III) no Grace Period may exist during the forty (40) Trading Day period

immediately following the Effective Date of such Registration Statement (provided that such forty (40) Trading Day period shall be extended

by the number of Trading Days during such period and any extension thereof contemplated by this proviso during which such Registration

Statement is not effective or the prospectus contained therein is not available for use) (each, an “Allowable Grace Period”).

For purposes of determining the length of a Grace Period above, such Grace Period shall begin on and include the date the Investors receive

the notice referred to in clause (i) above and shall end on and include the later of the date the Investors receive the notice referred

to in clause (ii) above and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during

the period of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence

of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.

Notwithstanding anything to the contrary contained in this Section 3(r), the Company shall cause its transfer agent to deliver unlegended

shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection

with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale, and delivered a copy

of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to such Investor’s receipt

of the notice of a Grace Period and for which the Investor has not yet settled.

(s) The

Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investors of its Registrable

Securities pursuant to each Registration Statement.

(t) Neither

the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing with

the SEC, the Principal Market or any Eligible Market (as defined in the Securities Purchase Agreement) and any Buyer being deemed an underwriter

by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document; provided, however,

that the foregoing shall not prohibit the Company from including the disclosure found in the “Plan of Distribution” section

attached hereto as Exhibit B in the Registration Statement.

(u) Neither

the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after

the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights

granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.

4. Obligations

of the Investors.

(a) At

least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each

Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. It shall

be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the

Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the

Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably

required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents

in connection with such registration as the Company may reasonably request.

(b) Each

Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested

by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor has notified

the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration

Statement.

Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g)

or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any

Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or

amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement

or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent

to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement

in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to

the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or

the first sentence of Section 3(f) and for which such Investor has not yet settled.

5. Expenses

of Registration.

All reasonable expenses, other

than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2

and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees

(if any) and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall reimburse Legal Counsel

for its fees and disbursements in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement

which amount shall be limited to $10,000 for each such registration, filing or qualification.

6. Indemnification.

(a) To

the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each of

its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who

controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the directors, officers, shareholders, members,

partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding

such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Indemnified Person”),

against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including,

without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement

or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action,

claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative

or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified Person is or may be a party

thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings,

whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement

of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification

of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered

(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or

necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained

in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus

(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged

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

statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act,

any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or

sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing

clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse

the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses

incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein,

the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out

of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such

Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of such Registration Statement or

any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d);

and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of

the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless

of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of any of the Registrable Securities

by any of the Investors pursuant to Section 9.

(b) In

connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly indemnify,

hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,

each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the

1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them

may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based

upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity

with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and,

subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will reimburse an Indemnified Party any legal

or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim; provided,

however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7

shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor,

which consent shall not be unreasonably withheld or delayed, provided further that such Investor shall be liable under this Section 6(b)

for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the applicable

sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless

of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities

by any of the Investors pursuant to Section 9.

after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement

of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified

Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under

this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall

have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly

noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person

or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall

have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying

party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense

of such Claim and to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Party (as the case may be) in any

such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Indemnified

Person or Indemnified Party (as the case may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as

the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent

such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified

Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the

indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the

expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible

for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as

the case may be)). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying party

in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying

party all information reasonably available to the Indemnified Party or Indemnified Person (as the case may be) which relates to such action

or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case may be) reasonably apprised at all

times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any

settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall

not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified

Party or Indemnified Person (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which

does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person

(as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any

admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party

shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect to all third parties,

firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying

party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the

Indemnified Person or Indemnified Party (as the case may be) under this Section 6, except to the extent that the indemnifying party

is materially and adversely prejudiced in its ability to defend such action.

(d) The

indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred.

(e) The

indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified

Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to

pursuant to the law.

7. Contribution.

To the extent any indemnification

by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect

to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:

(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards

set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of

fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution

from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution

by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable

sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, no

Investor shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received

by such Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such

Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or

alleged untrue statement or omission or alleged omission.

8. Reports

Under the 1934 Act.

With a view to making available

to the Investors the benefits of Rule 144, the Company agrees to:

(a) make

and keep public information available, as those terms are understood and defined in Rule 144;

(b) file

with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as

the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the

Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions

of Rule 144; and

to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,

if true, that it has complied with the reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)

a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with

the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to

permit the Investors to sell such securities pursuant to Rule 144 without registration.

9. Assignment

of Registration Rights.

All or any portion of the

rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the case may be) of all

or any portion of such Investor’s Registrable Securities, Preferred Shares if: (i) such Investor agrees in writing with such transferee

or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company

within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such

transfer or assignment (as the case may be), furnished with written notice of (a) the name and address of such transferee or assignee

(as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as the

case may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition of such securities

by such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities laws if so required;

(iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee or assignee

(as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment

(as the case may be) shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement or the Certificate

of Designations (as the case may be); and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance

with all applicable federal and state securities laws.

10. Amendment

of Registration Rights.

Provisions of this Agreement

may be amended and the observance thereof 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 Required Holders; provided that any such amendment or waiver that complies with the

foregoing, but that disproportionately, materially and adversely affects the rights and obligations of any Investor relative to the comparable

rights and obligations of the other Investors shall require the prior written consent of such adversely affected Investor. Any amendment

or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company, provided that no such amendment

shall be effective to the extent that it (1) applies to less than all of the holders of Registrable Securities or (2) imposes any obligation

or liability on any Investor without such Investor’s prior written consent (which may be granted or withheld in such Investor’s

sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement

unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.

11. Miscellaneous.

(a) Solely

for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed to

own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons

with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from

such record owner of such Registrable Securities.

(b) Any

notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing

and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail

(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not

receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient);

or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly

addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

If to the Company:

Onconetix, Inc.

201 E. Fifth Street, Suite 1900

Cincinnati, Ohio

Telephone: (513) 620-4101

Attention: Interim Chief Financial Officer

E-Mail: KFedasz@Onconetix.com

With a copy (for informational purposes only) to:

Moritt Hock & Hamroff LLP

400 Garden City Plaza

Garden City, NY 11530

Telephone: (516) 885-2000

Attention: Dennis O’Rourke, Esq.

E-Mail: dorourke@moritthock.com

If to the Transfer Agent:

1 State Street

30th Floor

New York 10004-1571

Telephone: (800) 509-5586

Attention: Vincent Amodeo

E-Mail: cstmail@continentalstock.com

If to Legal Counsel:

Kelley Drye & Warren LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Telephone: (212) 808-7540

Attention: Michael A. Adelstein, Esq.

E-mail: madelstein@kelleydrye.com

If to a Buyer, to its mailing address and e-mail

address set forth on the Schedule of Buyers attached to the Securities Purchase Agreement, with copies to such Buyer’s representatives

as set forth on the Schedule of Buyers, or to such other mailing address and/or e-mail address and/or to the attention of such other Person

as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change,

provided that Kelley Drye & Warren LLP shall only be provided notices sent to the lead Investor. Written confirmation of receipt (A) given

by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s

e-mail containing the time, date and recipient’s e-mail or (C) provided by a courier or overnight courier service shall be rebuttable

evidence of personal service, receipt by e-mail or receipt from a nationally recognized overnight delivery service in accordance with

clause (i), (ii) or (iii) above, respectively.

of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,

shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur in the

event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions

of this Agreement by any other party hereto and to enforce specifically the terms and provisions hereof (without the necessity of showing

economic loss and without any bond or other security being required), this being in addition to any other remedy to which any party may

be entitled by law or equity.

(d) All

questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws

of the State of Delaware, without giving effect to any provision of law or rule (whether of the State of Delaware or any other jurisdictions)

that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits

to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder

or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such

suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each

party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall

constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any

right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO

REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY

TRANSACTION CONTEMPLATED HEREBY.

(e) If

any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,

the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that

it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions

of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

(f) This

Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein

and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter hereof and

thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.

This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced

herein and therein supersede all prior agreements and understandings among the parties hereto solely with respect to the subject matter

hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed

to) (i) have any effect on any agreements any Investor has entered into with the Company or any of its Subsidiaries prior to the date

hereof with respect to any prior investment made by such Investor in the Company, (ii) waive, alter, modify or amend in any respect any

obligations of the Company or any of its Subsidiaries or any rights of or benefits to any Investor or any other Person in any agreement

entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Investor and all such agreements

shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.

(g) Subject

to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted successors

and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any

Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections 6

and 7 hereof.

(h) The

headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the

context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural

forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(i) This

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

considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the

other party. In the event that any signature is delivered by facsimile transmission or by an email which contains a portable document

format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing

(or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(j) Each

party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such

other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and

accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) The

language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of

strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section 10, terms used in

this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date in such

other Transaction Documents unless otherwise consented to in writing by each Investor.

(l) All

consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified

in this Agreement, by the Required Holders, determined as if all of the outstanding Series F Preferred Stock then held by the Investors

have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion of the

Series F Preferred Stock.

(m) This

Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person.

(n) The

obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations of

any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under

this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by

any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors

do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that

the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated

by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group,

and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement or

any of the other the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including,

without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary

for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect

to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision of any Investor,

and was done solely for the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly

understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and

an Investor, solely, and not between the Company and the Investors collectively and not between and among Investors.

[signature page follows]

IN WITNESS WHEREOF, each Buyer and the Company

have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

COMPANY:

ONCONETIX, INC.

By:

Name:

David A. White

Title:

Chief Executive Officer

IN WITNESS WHEREOF, each Buyer and the Company

have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

BUYERS:

[LEAD INVESTOR]

By:

Name:

Title:

IN WITNESS WHEREOF,

each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of

the date first written above.

[OTHER BUYERS]

By:

Name:

Title:

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

______________________

Attention: _____________

Re: Onconetix, Inc.

Ladies and Gentlemen:

[We are][I am] counsel to Onconetix,

Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities

Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named

therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders shares of the Company’s

Series F Convertible Preferred Stock, par value $0.00001 per share (the “Series F Preferred Stock”), which will be

convertible into shares (the “Conversion Shares”) of the Company’s shares of common stock, $0.00001 par value

per share (the “Common Stock”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a

Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company

agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares

of Common Stock issuable upon conversion of the Series F Preferred Stock, under the Securities Act of 1933, as amended (the “1933

Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__,

the Company filed a Registration Statement on Form [S-1][S-3] (File No. 333-_____________) (the “Registration Statement”)

with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of

the Holders as a selling stockholder thereunder.

In connection with the foregoing,

[we][I] advise you that [a member of the SEC’s staff has advised [us][me] by telephone that [the SEC has entered an order declaring

the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] [an order declaring

the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] has been posted

on the web site of the SEC at www.sec.gov] and [we][I] have no knowledge, after a review of information posted on the website of the SEC

at http://www.sec.gov/litigation/stoporders.shtml, that any stop order suspending its effectiveness has been issued or that any proceedings

for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933

Act pursuant to the Registration Statement.

Very truly yours,

[ISSUER’S COUNSEL]

By:

CC:

[LEAD INVESTOR]

[OTHER BUYERS]

EXHIBIT B

SELLING STOCKHOLDERS

The shares of common stock

being offered by the selling stockholders are those issuable to the selling stockholders upon conversion of the preferred shares. For

additional information regarding the issuance of the preferred shares, see “Private Placement of Preferred Shares” above.

We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to

time. Except for the ownership of the preferred shares issued pursuant to the Securities Purchase Agreement, the selling stockholders

have not had any material relationship with us within the past three years.

The table below lists the

selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange

Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders.

The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective

ownership of shares of common stock, preferred shares, as of ________, 20__, assuming conversion of the preferred shares held by each

such selling stockholder on that date but taking account of any limitations on conversion set forth therein.

The third column lists the

shares of common stock being offered by this prospectus by the selling stockholders and does not take in account any limitations on conversion

of the preferred shares set forth therein.

In accordance with the terms

of a registration rights agreement with the holders of the preferred shares, this prospectus generally covers the resale of 150% of the

maximum number of shares of common stock issued or issuable pursuant to Certificate of Designations, determined as if the outstanding

preferred shares were converted in full at the floor price in effect, determined as if the preferred shares were converted in full (without

regard to any limitations on conversion contained therein solely for the purpose of such calculation) at a floor price calculated as of

the trading day immediately preceding the date this registration statement was initially filed with the SEC. Because the floor price of

the preferred shares may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares

being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant

to this prospectus.

Under the terms of the preferred

shares, a selling stockholder may not convert the preferred shares to the extent (but only to the extent) such selling stockholder or

any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.99% of the outstanding shares

of the Company. The number of shares in the second column reflects these limitations. The selling stockholders may sell all, some or none

of their shares in this offering. See “Plan of Distribution.”

Name of

Selling Stockholder

Number

of Shares of

Common Stock Owned

Prior to Offering

Maximum

Number of Shares

of Common Stock to be Sold

Pursuant to this Prospectus

Number

of Shares of

Common Stock of

Owned After Offering

[LEAD INVESTOR] (1)

[OTHER BUYERS]

(1) [ ]

PLAN OF DISTRIBUTION

We are registering the shares

of common stock issuable upon conversion of the preferred shares to permit the resale of these shares of common stock by the holders of

the preferred shares from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the

selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares

of common stock.

The selling stockholders may

sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more

underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders

will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in

one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time

of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant

to one or more of the following methods:

● on any national securities exchange or quotation service on

which the securities may be listed or quoted at the time of sale;

● in the over-the-counter market;

● in transactions otherwise than on these exchanges or systems

or in the over-the-counter market;

● through the writing or settlement of options, whether such

options are listed on an options exchange or otherwise;

● ordinary brokerage transactions and transactions in which

the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell

the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the

broker-dealer for its account;

● an exchange distribution in accordance with the rules of the

applicable exchange;

● privately negotiated transactions;

● short sales made after the date the Registration Statement

is declared effective by the SEC;

● broker-dealers may agree with a selling security holder to

sell a specified number of such shares at a stipulated price per share;

● a combination of any such methods of sale; and

● any other method permitted pursuant to applicable law.

The selling stockholders may

also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under

this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus.

If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents,

such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling

stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal

(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary

in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders

may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the

course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of

common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales.

The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may

pledge or grant a security interest in some or all of the preferred shares or shares of common stock owned by them and, if they default

in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time

to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities

Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling

stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances

in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of

this prospectus.

To the extent required by

the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution

of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission

paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under

the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will

be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including

the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling

stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws

of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition,

in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state

or an exemption from registration or qualification is available and is complied with.

There can be no assurance

that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of

which this prospectus forms a part.

The selling stockholders and

any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as

amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange

Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other

participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of

the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may

affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with

respect to the shares of common stock.

We will pay all expenses of

the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including,

without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky”

laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify

the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration

rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against

civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling

stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled

to contribution.

Once sold under the registration

statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than

our affiliates.

EX-10.3 — FORM OF ELOC PURCHASE AGREEMENT DATED JULY 28, 2026

EX-10.3

Filename: ea029951001ex10-3.htm · Sequence: 5

Exhibit 10.3

COMMON STOCK PURCHASE

AGREEMENT

This COMMON STOCK PURCHASE

AGREEMENT is made and entered into as of July 28, 2026 (this “Agreement”), by and among [_______________],

a [______________] (the “Investor”), and Onconetix, Inc., a Delaware corporation (the “Company”).

RECiTALS

WHEREAS, the parties

desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor,

from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (a) $750,000,000 and (b) 19.99%

of the Company’s outstanding shares of Common Stock as of the date of this Agreement (to the extent applicable under Section 2.4

hereof), unless (i) stockholder approval is obtained to issue more than such 19.99% (“Stockholder Approval”)

or (ii) the price of applicable sales of Common Stock to the Investor under this Agreement equals or exceeds the lower of (A) the official

Closing Sale Price on the Nasdaq Capital Market or any nationally recognized successor thereto (the “NCM”) immediately

preceding the delivery of the applicable VWAP Purchase notice and (B) the average of the Closing Sale Prices of the Common Stock on the

NCM for the five business days immediately preceding the delivery of such VWAP Purchase notice, such that the sales of such Common Stock

to the Investor would not count toward the 19.99% because they are “at market” under applicable NCM rules; and

WHEREAS, the parties

hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration

Rights Agreement”), pursuant to which the Company shall provide Investor with certain registration rights related to the

shares issued under this Agreement, upon the terms and subject to the conditions set forth therein.

NOW, THEREFORE, the

parties hereto, intending to be legally bound, hereby agree as follows:

Article

PURCHASE AND SALE OF COMMON STOCK

Section 1.1.

Purchase and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment Period,

the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor

shall purchase from the Company, up to the lesser of (a) $750,000,000 and (b) 19.99% of the Company’s outstanding shares of Common

Stock as of the date of this Agreement, unless (i) stockholder approval is obtained to issue more than such 19.99% or (ii) the price

of applicable sales of Common Stock to the Investor under this Agreement equals or exceeds the lower of (A) the official Closing Sale

Price on the NCM immediately preceding the delivery of the applicable VWAP Purchase notice to the Investor and (B) the average of the

Closing Sale Prices of the Common Stock on the NCM for the five business days immediately preceding the delivery of such VWAP Purchase

notice, such that the sales of such Common Stock to the Investor would not count toward the 19.99% because they are “at market”

under applicable NCM rules (the “Total Purchase Commitment”), to the extent applicable under Section 2.4, by

the delivery to the Investor of VWAP Purchase Notices, as provided in Article II.

Section 1.2.

Closing Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”)

upon (a) the delivery by the Company of the Commitment Shares to the Investor or its designees as provided in Sections 6.1 and 9.1, (b)

the delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto

and thereto, and (c) the delivery of all other documents, instruments and writings required to be delivered at the Closing, in each case

as provided in Section 6.1, to the offices of Pryor Cashman LLP, 7 Times Square, New York, NY 10036, at 1:00 p.m., New York City time,

on the Closing Date, or such other time and place as the parties hereto shall agree. In consideration of, and in express reliance upon,

the representations, warranties and covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during

the Investment Period the Company, at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects to

so issue and sell, the Investor shall purchase from the Company, the Shares in respect of each VWAP Purchase (each, a “Settlement”).

The payment for the Shares in respect of each VWAP Purchase shall occur (i) on the third (3rd) Trading Day following delivery

of the Shares by the Company, and (ii) in accordance with Article II hereof; provided, that all of the conditions precedent in

Article VII shall have been fulfilled at the applicable times set forth in Article VII.

Section 1.3. Initial

Public Announcements and Required Filings. The Company shall, within the time period required under the Exchange Act, file

with the Commission a Current Report on Form 8-K describing the material terms of the transactions contemplated by the

Transaction Documents, including, without limitation, the issuance of a convertible preferred stock of the Company, pursuant to a

certificate of designation in substantially the form attached as Exhibit D (the “Commitment

Shares”), which Commitment Shares shall be convertible into Common Shares (such Common Shares, the

“Conversion Shares”) on the terms and subject to the conditions set forth therein, and attaching as

exhibits thereto copies of each of this Agreement, the Registration Rights Agreement, and, if applicable, any press release issued

by the Company disclosing the execution of this Agreement by the Company (including all exhibits thereto, the “Current

Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Current Report

prior to filing the Current Report with the Commission and shall give due consideration to all such comments. From and after the

filing of the Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information

delivered to the Investor (or the Investor’s representatives or agents) by the Company, any of its Subsidiaries, or any of

their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated

by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement are

publicly disclosed by the Company as described in this Section 1.3, the Investor shall maintain the confidentiality of all

disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and

terms of the transactions), except that the Investor may disclose the terms of such transactions to its financial, accounting, legal

and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information). The

Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the

applicable Filing Deadline, file with the Commission the Registration Statement covering only the resale by the Investor of the

Registrable Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York

City time) on the Trading Day immediately following the Effective Date of the Registration Statement, the Company shall use its

commercially reasonable efforts to file with the Commission in accordance with Rule 424(b) under the Securities Act the final

Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective amendment thereto).

Article

PURCHASE TERMS

Subject

to the satisfaction or (to the extent permitted by applicable law) waiver of the conditions set forth in this Agreement, the parties agree

(unless otherwise mutually agreed upon by the parties in writing) as follows:

Section 2.1.

Reserved.

Section 2.2.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2 (the “Commencement”

and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time

thereafter, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation

service is equal to or greater than $0.10, subject to the satisfaction of all of the conditions set forth in Section 6.3, in addition

to purchases of Shares as described in Section 2.1, the Company shall also have the right, but not the obligation, to direct the Investor,

by its delivery to the Investor of a VWAP Purchase Notice, to purchase the applicable VWAP Purchase Share Amount, not to exceed the applicable

VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on the applicable VWAP Purchase Date in accordance with this

Agreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s

aggregate committed obligation under a VWAP Purchase shall not exceed $5,000,000 in the aggregate for such VWAP Purchase. The Company

may deliver a VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor only if all Shares subject to all prior

VWAP Purchase Notices have theretofore been received by the Investor as DWAC Shares. The Investor is obligated to accept each VWAP Purchase

Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained

in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in

excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice, such

VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such

VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such

excess Shares in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase

the applicable VWAP Purchase Maximum Amount in such VWAP Purchase At or prior to 9:30 a.m., New York City time, on the Trading Day immediately

following the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company a written confirmation of such VWAP

Purchase setting forth the applicable VWAP Purchase Share Amount and VWAP Purchase Price for such VWAP Purchase (each, a “VWAP

Purchase Confirmation”).

Section 2.3.

Reserved.

Section 2.4.

Compliance with Rules of Trading Market.

(a)

Share Issuance Restriction. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement,

and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving

effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated

hereby, would exceed 788,315 (representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution

of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued

or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement

under applicable rules of the Trading Market (such maximum number of shares of Common Stock issuable by the Company under this Agreement,

the “Aggregate Limit”).

(b)

General. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance

or sale would reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules of the Trading Market.

The provisions of this Section 2.4 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section

2.4 only if necessary to ensure compliance with the Securities Act and the applicable rules of the Trading Market.

Beneficial Ownership

Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell, and

the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated with all

other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of the

Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of more than 4.99%

of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the written or oral

request of the Investor, the Company shall promptly (but not later than the next business day on which the Transfer Agent is open for

business) confirm orally or in writing to the Investor the number of shares of Common Stock outstanding as of the most recent date for

which the Transfer Agent has such information. The Investor and the Company shall each cooperate in good faith in the determinations required

under this Section 2.5 and the application of this Section 2.5. The Investor’s written certification to the Company of the applicability

of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the

applicability thereof and such result absent manifest error. The provisions of this Section 2.5 shall be construed and implemented in

a manner otherwise than in strict conformity with the terms of this Section 2.5 to the extent necessary to properly give effect to the

limitations contained in this Section 2.5.

Section

2.6 Commitment Shares. In consideration for the Investor’s execution and

delivery of this Agreement, the Company shall issue the Commitment Shares to the Investor or its designee not later than 4:00 p.m.

(New York City time) on the Effective Date. The Commitment Shares shall be included in the Registration Statement. For the avoidance

of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any VWAP Purchases are

effected hereunder and regardless of any subsequent termination of this Agreement; provided, that in the event the issuance

of the Commitment Shares to the Investor would result in the Investor exceeding the Beneficial Ownership Limitation, then any such

Commitment Shares in excess of the Beneficial Ownership Limitation shall be held in abeyance

for the Investor until such time, if ever, as its rights thereto would not result in the Investor exceeding the Beneficial Ownership Limitation.

Article

III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

The Investor hereby makes

the following representations, warranties and covenants to the Company:

Section 3.1.

Organization and Standing of the Investor. The Investor is a limited liability company duly organized, validly existing

and in good standing under the laws of the State of Delaware.

Section 3.2.

Authorization and Power. The Investor has the requisite limited liability company power and authority to enter into

and perform its obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Securities in accordance

with the terms hereof. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement

and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability

company action, and no further consent or authorization of the Investor, its Board of Directors or its members is required. Each of this

Agreement and the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding

obligation of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting

generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including

any limitation of equitable remedies).

Section 3.3. No

Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement

and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a

violation of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational

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

default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement,

mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party

or is bound, (iii) create or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any

commitment to which the Investor is party or under which the Investor is bound or under which any of its properties or assets are

bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or

decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets are bound or

affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration,

cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in any material

respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights

Agreement. The Investor is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any

consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to

execute, deliver or perform any of its obligations under this Agreement and the Registration Rights Agreement or to purchase or

acquire the Securities in accordance with the terms hereof; provided, however, that for purposes of the representation

made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the

compliance with the relevant covenants and agreements of the Company in the Transaction Documents to which it is a party.

Section 3.4.

Investment Purpose. The Investor is acquiring the Securities for its own account, for investment purposes and not with

a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or

exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein,

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

and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement filed pursuant

to the Registration Rights Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement

or understanding, directly or indirectly, with any Person to sell or distribute any of the Securities.

Section 3.5.

Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)

of Regulation D.

Section 3.6.

Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on

specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon

the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and

understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor

to acquire the Securities.

Section 3.7.

Information. All materials relating to the business, financial condition, management and operations of the Company

and materials relating to the offer and sale of the Securities which have been requested by the Investor have been furnished or otherwise

made available to the Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands that

its investment in the Securities involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the

Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks

of a proposed investment in the Securities. The Investor and its advisors have been afforded the opportunity to ask questions of and

receive answers from representatives of the Company concerning the financial condition and business of the Company and other matters

relating to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor

or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s

representations and warranties contained in this Agreement or in any other Transaction Document to which the Company is a party or the

Investor’s right to rely on any other document or instrument executed and/or delivered in connection with this Agreement or the

consummation of the transaction contemplated hereby (including, without limitation, the opinions of the Company’s counsel delivered

pursuant to Section 6.2(xvi)). The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an

informed investment decision with respect to its acquisition of the Securities. The Investor understands that it (and not the Company)

shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this

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

its purchase of the Securities and participation in the transactions contemplated by this Agreement (i) are fully consistent with its

financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions

applicable to it, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute

a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation

by which it is bound and (v) are a fit, proper and suitable investment for the Investor, notwithstanding the substantial risks inherent

in investing in or holding the Securities.

Section 3.8.

No Governmental Review. The Investor understands that no United States federal or state agency or any other government

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

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

Section 3.9.

No General Solicitation. The Investor is not purchasing or acquiring the Securities as a result of any form of general

solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

Section 3.10.

Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. As of the date of this Agreement,

the Investor does not beneficially own any shares of Common Stock or securities exercisable for or convertible into shares of Common Stock,

and during the Restricted Period, Investor will not acquire beneficial ownership of any shares of the Company’s capital stock (including

shares of Common Stock or securities exercisable for or convertible into shares of Common Stock) other than pursuant to this Agreement;

provided, however, that nothing in this Agreement shall prohibit or be deemed to prohibit the Investor from purchasing,

in an open market transaction or otherwise, shares of Common Stock necessary to make delivery by the Investor in satisfaction of a sale

by the Investor of Shares that the Investor anticipated receiving from the Company in connection with the settlement of a VWAP Purchase,

if the Company or the Transfer Agent shall have failed for any reason to electronically transfer all of the Shares subject to such VWAP

Purchase, to the Investor by crediting the Investor’s or its designated Broker-Dealer’s account at DTC through its Deposit/Withdrawal

at Custodian (“DWAC”) delivery system, at or prior to the applicable time required by and otherwise in compliance

with Section 2.4 of this Agreement.

Section 3.11.

No Prior Short Sales. At no time prior to the date of this Agreement has any of the Investor, its agents, representatives

or Affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term

is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net

short position with respect to the Common Stock.

Section 3.12. Statutory

Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling

stockholder” in the Registration Statement and in any Prospectus contained therein to the extent required by applicable law.

Section 3.13. No “Bad

Actor” Disqualification. The Investor has not taken any of the actions set forth in, and is not subject to, the disqualification

provisions of Rule 506(d)(1) of the 1933 Act. Neither such Buyer nor any of its Rule 506(d) Related Parties is a “bad actor”

within the meaning of Rule 506(d) of the Securities Act. For purposes of this Agreement, a “Rule 506(d) Related Party” shall

mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.

Article

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Except as set forth in the

disclosure schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes an integral

part of, this Agreement) (the “Disclosure Schedule”), the Company hereby makes the following representations,

warranties and covenants to the Investor:

Section 4.1.

Organization, Good Standing and Power. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise

organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite

power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company

nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws

or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in

good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property

owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could

not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction

revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

Section 4.2. Authorization,

Enforcement. Each of the Company and its Subsidiaries has the requisite corporate or other power and authority to enter into

and perform its obligations under each of the Transaction Documents to which it is a party and, in the case of the Company, to issue

the Securities in accordance with the terms hereof and thereof. Except for approvals of the Company’s Board of Directors or a

committee thereof as may be required in connection with any issuance and sale of Shares to the Investor hereunder (which approvals

shall be obtained prior to the delivery of any VWAP Purchase Notice), the execution, delivery and performance by the Company of each

of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby

have been duly and validly authorized by all necessary corporate or other action (as applicable) on the part of the Company, and

except as set forth in Schedule 4.2, no further consent or authorization of the Company or its Board of Directors or its

stockholders, or any other Person is required in order for the Company to execute, deliver and perform its respective obligations

under the Transaction Documents to which it is a party. Each of the Transaction Documents to which the Company is a party has been

duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the

Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the

enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any

limitation of equitable remedies).

Section 4.3. Capitalization. All of the outstanding shares of capital stock of the Company and each of its Subsidiaries have been

duly and validly authorized and issued and are fully paid and non-assessable, and, except as otherwise set forth in the Commission Documents,

all outstanding shares of capital stock or membership interests of the Subsidiaries are owned by the Company either directly or through

wholly owned Subsidiaries and are free and clear of any perfected security interest or any other security interests, claims, liens or

encumbrances. Except as set forth in the Commission Documents, this Agreement and Schedule 4.3, there are no agreements or arrangements

under which the Company is obligated to register the sale of any securities under the Securities Act., other

than those that have or may be issued or granted in the ordinary course of business pursuant to the Company’s equity incentive and/or

compensatory plans or arrangements. Except as set forth in the Commission Documents, no shares of capital stock of the Company

are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements

by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip,

rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable

for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the

Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements

entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to,

and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except

as set forth in the Commission Documents or Schedule 4.3, there are no securities or instruments containing anti-dilution or similar provisions

that will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein

or therein. The Company has made available via EDGAR true and correct copies of the Company’s Certificate of Incorporation as in

effect on the Commencement Date (the “Charter”), and the Company’s Bylaws as in effect on the Commencement Date

(the “Bylaws”).

Section 4.4. Issuance

of Securities. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the

Investor pursuant to a particular VWAP Purchase Notice, will be, prior to the delivery to the Investor hereunder of such VWAP

Purchase Notice, duly authorized by all necessary corporate action on the part of the Company. The Shares, when issued and sold

against payment therefor in accordance with this Agreement, shall be validly issued and outstanding, fully paid and non-assessable

and free from all liens, charges, taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights and

other encumbrances with respect to the issue thereof, and the Investor shall be entitled to all rights accorded to a holder of

Common Stock. As of the date of this Agreement, 50,000,000 shares of Common Stock have been duly authorized and reserved by the

Company for issuance and sale by the Company to the Investor as Shares under this Agreement.

Section 4.5.

No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it

is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in

a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with or result in a breach or violation of any of

the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default)

under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of

trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or of the Company’s Subsidiaries

is a party or is bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or of the Company’s

Subsidiaries under any agreement or any commitment to which the Company or of the Company’s Subsidiaries is a party or by which

the Company or of the Company’s Subsidiaries is bound or to which any of their respective properties or assets is subject, or (iv)

result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company

or of the Company’s Subsidiaries or by which any property or asset of the Company or of the Company’s Subsidiaries are bound

or affected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market), except,

in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens,

charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Except as specifically

contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state

securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent,

authorization or order of, or make any filing or registration with, any court or governmental agency (including, without limitation, the

Trading Market) in order for it to execute, deliver or perform any of its respective obligations under the Transaction Documents to which

it is a party, or to issue the Securities to the Investor in accordance with the terms hereof and thereof (other than such consents, authorizations,

orders, filings or registrations as have been obtained or made prior to the Closing Date); provided, however, that, for

purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the representations and

warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and

the Registration Rights Agreement.

Section 4.6.

Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting;

Accountants.

(a) Except as set forth in

Schedule 4.6(a), the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the

Exchange Act) all Commission Documents for the twelve months preceding the date of this Agreement required to be filed by it (the

“Filed Commission Documents”). The Company has delivered or made available to the Investor via EDGAR or

otherwise true and complete copies of the Filed Commission Documents prior to the Closing Date. As of its filing date, each

Commission Document complied in all material respects with the requirements of the Securities Act or the Exchange Act, as

applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if

amended or superseded by a filing prior to the Closing Date, on the date of such amended or superseded filing). Each Registration

Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each VWAP

Purchase Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation,

Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation

and warranty shall not apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity

with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use

therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights

Agreement after the Closing Date, when taken together, on its date, on each VWAP Purchase Date, shall comply in all material

respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall

not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in

order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this

representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in

reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the

Investor expressly for use therein. Each Commission Document to be filed with or furnished to the Commission after the Closing Date

and filed as part of or incorporated by reference in the Registration Statement, or the Prospectus included therein or any

Prospectus Supplement thereto required to be filed pursuant to this Agreement or the Registration Rights Agreement (including,

without limitation, the Current Report), when such document is filed with or furnished to the Commission and, if applicable, when

such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities

Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it. There are

no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The

Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the

Company under the Securities Act or the Exchange Act. To the Company’s Knowledge, the Commission has not commenced any

enforcement proceedings against the Company or any of its Subsidiaries.

(b) The

financial statements and schedules of the Company and its consolidated Subsidiaries to be filed as part of or incorporated by reference

in the Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto, present fairly in all material

respects the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates

and for the periods indicated, comply as to form with the applicable accounting requirements of Regulation S-X, and have been prepared

in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent

basis throughout the periods involved (except as otherwise noted therein). The interactive data in eXtensible Business Reporting Language

included or incorporated by reference in the Commission Documents, the Registration Statement fairly presents the information called

for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

The statistical and market-related data included or incorporated by reference in the Commission Documents or any Registration Statement

are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate and, to the extent

required, the Company has obtained the written consent to the use of such data from such source.

(c) The Company and the Subsidiaries have established and maintain disclosure controls and procedures (as such term is defined in Rule

13a-15 and 15d-15 under the Exchange Act). Except as disclosed in Commission Documents, such disclosure controls and procedures are designed

to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s Chief Executive

Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to

perform the functions for which they were established. The Company and the Subsidiaries have established and maintain internal control

over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act). Except as disclosed in Commission

Documents, such internal control over financial reporting is designed to provide reasonable assurance that (A) transactions are executed

in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation

of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance

with management’s general or specific authorization; (D) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible

Business Reporting Language in the Commission Documents fairly presents the information called for in all material respects and are prepared

in accordance with the Commission’s rules and guidelines applicable thereto. The Company’s auditors and the Audit Committee

of the Board of Directors of the Company have been advised of: (i) any significant deficiencies and material weaknesses in the design

or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial

data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s

internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, except as disclosed in Commission

Documents, there have been (A) no material weakness in the Company’s internal control over financial reporting (whether or

not remediated) and (B) no significant changes in internal controls or in other factors that could significantly affect internal

controls, including any corrective actions with regard to significant deficiencies.

(d) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations

thereunder, which are applicable to it as of the date hereof.

(e)

The Company’s accountants are set forth in the Commission Documents and, to the Knowledge of the Company, such accountants

are an independent registered public accounting firm as required by the Securities Act.

Section 4.7.

Subsidiaries. The Filed Commission Documents set forth each subsidiary (each, a “Subsidiary,”

and collectively, the “Subsidiaries”), of the Company as of the Commencement Date, other than those that may

be omitted pursuant to Item 601 of Regulation S-K, showing its jurisdiction of incorporation or organization, and the Company does not

have any other Subsidiaries as of the Commencement Date. No Subsidiary of the Company is currently prohibited, directly or indirectly,

from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying

to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property

or assets to the Company or any other Subsidiary of the Company, except as described or incorporate by reference in, or contemplated

by, the Registration Statement and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect.

Section 4.8. No Material Adverse Effect or Material Adverse Change, No Undisclosed Liabilities. Except as otherwise disclosed in

any Commission Document or in Schedule 4.8, since the end of the Company’s most recent audited fiscal year: (i) the Company has

not experienced or suffered any Material Adverse Effect, and, to the Company’s Knowledge, there exists no current state of facts,

condition or event which would have a Material Adverse Effect; (ii) there has not occurred any material adverse change, or any development

that would reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in

the earnings, business or operations of the Company from that set forth in the Commission Documents, including, without limitation, as

a result of the outbreak of COVID-19, or as a result of any measures intended to contain the outbreak of COVID-19 imposed by any federal,

state, local or foreign government or government agency in any country or region in which the Company, or any of its agents, consultants,

advisors or vendors, has assets or properties or conducts business, including, without limitation, any limitations, curtailments, suspensions

or closures of businesses, business offices or establishments, schools, properties and other public areas due to quarantines, curfews,

travel restrictions, workplace controls, “stay-at-home” orders, social distancing requirements or guidelines or other public

gathering restrictions or limitations; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation,

direct or contingent, nor entered into any material transaction; (iv) the Company has not purchased any of its outstanding capital

stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary

dividends; and (v) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.

Neither the Company nor any

of its Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute,

accrued, contingent or otherwise) that would be required to be disclosed on a balance sheet of the Company or any Subsidiary (including

the notes thereto) in conformity with GAAP and are not disclosed in the Commission Documents, other than those incurred in the ordinary

course of the Company’s or its Subsidiaries respective businesses and which, individually or in the aggregate, would not reasonably

be expected to have a Material Adverse Effect.

Section 4.9. No

Undisclosed Events or Circumstances. No event, liability, development or circumstance has occurred or exists, or is

reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses,

properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be

required to be disclosed by the Company under applicable securities laws in the Registration Statement or the Prospectus, which has

not been disclosed or incorporated by reference in the Filed Commission Documents, or (ii) would reasonably be expected to have a

Material Adverse Effect.

Section 4.10. Indebtedness.

The Filed Commission Documents set forth all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for

which the Company or any Subsidiary has commitments through such date. For the purposes of this Agreement, “Indebtedness”

shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in

the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in respect of Indebtedness

of others in excess of $100,000, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes

thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary

course of business; and (c) the present value of any lease payments in excess of $100,000 due under leases required to be capitalized

in accordance with GAAP. Except as set forth in the Filed Commission Documents and Schedule 4.10, there is no existing or continuing

default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries. The Company has not taken any steps,

and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any similar federal

or state bankruptcy law or law for the relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiate

involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United

States Code or any other federal or state bankruptcy law or any law for the relief of debtors. Except as set forth in the Filed Commission

Documents, the Company is financially solvent and is generally able to pay its debts as they become due.

Section 4.11. Title

to Assets. The Company and each of its Subsidiaries have good and marketable title in fee simple to all real property and good

and marketable title to all personal property owned by them which is material to the business of the Company, in each case free and clear

of all liens, encumbrances and defects except such as are described or incorporated by reference in the Registration Statement and the

Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made

of such property by the Company and its Subsidiaries; and any real property and buildings held under lease by the Company and its Subsidiaries

are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material

respect with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries, in each case except

as described or incorporated by reference in the Registration Statement and the Prospectus

Section 4.12. Actions

Pending. Except as disclosed in Commission Documents, there is no action, suit, proceeding, inquiry or investigation before or

by any court, public board, government agency, self-regulatory organization or body pending or, to the Knowledge of the Company, threatened

against or affecting the Company or any of the Subsidiaries, or any of their respective officers or directors in their capacities as

such, which would reasonably be expected to have a Material Adverse Effect.

Section 4.13. Compliance

With Laws. During the 12-month period immediately preceding the date hereof, except as described in the Filed Commission

Documents, the Company and each of its Subsidiaries is and at all times has been in material compliance with all applicable U.S. and

foreign statutes, rules, or regulations applicable to Company and its Subsidiaries (“Applicable Laws”),

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

Section 4.14.

Certain Fees. Except as set forth on Schedule 4.14, no brokerage or finder’s fees or commissions are or will be

payable by the Company or of the Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker,

bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation

with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section

4.14 incurred by the Company or of the Subsidiaries that may be due or payable in connection with the transactions contemplated by the

Transaction Documents.

Section 4.15.

Operation of Business. The Company and the Subsidiaries possess or have obtained, all licenses, certificates, consents,

orders, approvals, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal,

state, local or foreign governmental entity that are necessary for the ownership or lease of their respective properties or the conduct

of their respective businesses as currently conducted, as described or incorporated by reference in the Registration Statement and the

Prospectus (the “Permits”), except where the failure to possess, obtain or make the same would not, individually

or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received written notice of any proceeding

relating to revocation or modification of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary

course, except where the failure to obtain any such renewal would not, individually or in the aggregate, have a Material Adverse Effect.

This Section 4.15 does not relate to environmental matters, such items being the subject of Section 4.16.

Section 4.16. Environmental

Compliance. Other than as set forth on Schedule 4.16, to the Knowledge of the Company, the Company and its Subsidiaries are not

in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign,

relating to the use, disposal or release of hazardous or toxic substances (collectively, “Environmental Laws”),

owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site

disposal or contamination pursuant to any Environmental Laws, or subject to any claim relating to any Environmental Laws, which violation,

contamination, liability or claim would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

and the Company is not aware of any pending investigation which might lead to such a claim. Other than as set forth or incorporated by

reference in the Registration Statement and the Prospectus, there is no judgment, decree, injunction, rule, writ or order of any governmental

entity under any Environmental Laws outstanding against the Company and its Subsidiaries which would, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

Section

4.17. Material Agreements.

Except as set forth in the Commission Documents, neither the Company nor any Subsidiary of the Company is a party to any written or

oral contract, instrument, agreement commitment, obligation, plan or arrangement (collectively, “Material

Agreements”). Each of the Material Agreements described in the Commission Documents

conform in all material respects to the descriptions thereof contained or incorporated by reference therein. Except as set forth in Schedule 4.17, the Company and each

of its Subsidiaries have performed in all material respects all the obligations then required to be performed by them under the Material

Agreements, have received no notice of default or an event of default by the Company or any of its Subsidiaries thereunder and are not

aware of any basis for the assertion thereof, and neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company,

any other contracting party thereto are in default under any Material Agreement now in effect, the result of which would have a Material

Adverse Effect. Each of the Material Agreements is in full force and effect, and constitutes a legal, valid and binding obligation enforceable

in accordance with its terms against the Company and/or any of its Subsidiaries and, to the Knowledge of the Company, each other contracting

party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,

conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies

or by other equitable principles of general application.

Section 4.18. Transactions

With Affiliates. Except as disclosed in the Commission Documents, none of the Company’s, officers or directors, or to the

Company’s Knowledge, none of the Company’s stockholders or any family member or Affiliate of any of the foregoing, has either

directly or indirectly an interest in, or is a party to, any transaction that would be required to be disclosed as a related party transaction

pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

Section 4.19. Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all

material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,

licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted,

except as would not reasonably be expected to have a Material Adverse Effect. None of the Company’s material trademarks, trade names,

service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government

authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof,

will expire or terminate within two years from the date of this Agreement, except as would not reasonably be expected to have a Material

Adverse Effect. The Company has no Knowledge of any infringement by the Company or the Subsidiaries of any material trademark, trade name

rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret

or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others,

and there is no claim, action or proceeding being made or brought against, or to the Company’s Knowledge, being threatened against,

the Company or the Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names,

service marks, service mark registrations, trade secret or other infringement, which would reasonably be expected to have a Material Adverse

Effect.

Section 4.20. Use

of Proceeds. The proceeds from the sale of the Shares by the Company to the Investor shall be used by the Company in the

manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and

any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement; provided, however, that such use of

proceeds shall include a commitment from the Company to use up to 15% of the gross proceeds from any sale of Shares towards the

redemption of the Company’s Series F Preferred Stock.

Section 4.21. Investment Company Act Status. The Company is not required to be registered as, and immediately after receipt of payment

for the Shares will not be required to be registered as, an “investment company” within the meaning of the Investment Company

Act of 1940, as amended.

Section 4.22. Benefit

Plans; Labor Matters. Each benefit and compensation plan, agreement, policy and arrangement that is maintained, administered

or contributed to by the Company for current or former employees or directors of, or independent contractors with respect to, the Company

has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,

and the Company has complied in all material respects with all applicable statutes, orders, rules and regulations in regard to such plans,

agreements, policies and arrangements. Each stock option granted under any equity incentive plan of the Company (each, a “Stock

Plan”) was granted with a per share exercise price no less than the market price per common share on the grant date of

such option in accordance with the rules of the Trading Market, and no such grant involved any “back-dating,” “forward-dating”

or similar practice with respect to the effective date of such grant; each such option (i) was granted in compliance in all material

respects with Applicable Laws and with the applicable Stock Plan(s), (ii) was duly approved by the Company’s Board of Directors,

and (iii) has been properly accounted for in the Company’s financial statements and disclosed, to the extent required, in

the Company’s filings or submissions with the Commission, and the Trading Market. Neither the Company nor any Subsidiary is in

violation of or has received written notice of any violation with respect to any federal or state law, regulation or rule relating to

discrimination in the hiring, termination, promotion, employment or pay of employees, nor any applicable federal or state wages and hours

law, nor any state law, regulation or rule precluding the denial of credit due to the neighborhood in which a property is situated, the

violation of any of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. There are

no existing or, to the Knowledge of the Company, threatened labor disputes with the employees of the Company or any of the Subsidiaries

that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.23. Taxes.

Each of the Company and the Subsidiaries has filed on a timely basis (including in accordance with any applicable extensions) all

material necessary federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof or

have properly requested extensions thereof, and have paid all taxes shown as due thereon, and if due and payable, any related or similar

assessment, fine or penalty levied against the Company or of the Subsidiaries. Except as disclosed in the Commission Documents, no material

tax deficiency has been asserted against any such entity, and the Company has no Knowledge of any tax deficiency that is likely to be

asserted against any such entity that, individually or in the aggregate, if determined adversely to any such entity, would reasonably

be expected to have a Material Adverse Effect. All material tax liabilities are adequately provided for on the respective books of the

Company and the Subsidiaries.

Section 4.24. Insurance.

The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and

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

and its Subsidiaries are engaged, including, but not limited to, insurance covering real and personal property owned or leased by

the Company and the Subsidiaries against theft, damage, destruction, environmental liabilities, acts of vandalism, terrorism,

earthquakes, flood and all other risks customarily insured against, all of which insurance is in full force and effect. Neither the

Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such

Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage

expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not

reasonably be expected to have a Material Adverse Effect.

Section 4.25.

Dilutive Effect. The Company is aware and acknowledges that issuance of the Securities could cause dilution to existing

stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that

its obligation to issue the Shares pursuant to the terms of a VWAP Purchase in accordance with this Agreement and to issue the Conversion

Shares pursuant to conversions of the Commitment Shares is, in each case, unconditional regardless of the dilutive effect that such issuance

may have on the ownership interests of other stockholders of the Company.

Section 4.26.

Manipulation of Price. The Company has not, and to its Knowledge no Person acting on

its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the

price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid

any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for

soliciting another to purchase any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates

will during the term of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of

this Agreement, take any of the actions referred to in the immediately preceding sentence.

Section 4.27.

Securities Act. The Company has complied and shall comply with all applicable federal and state securities laws in connection

with the offer, issuance and sale of the Securities hereunder, including, without limitation, the applicable requirements of the Securities

Act. Each Registration Statement, upon filing with the Commission and at the time it is declared effective by the Commission, shall satisfy

all of the requirements of the Securities Act to register the resale of the Registrable Securities included therein by the Investor in

accordance with the Registration Rights Agreement on a delayed or continuous basis under Rule 415 under the Securities Act at then-prevailing

market prices, and not fixed prices. The Company is not, and has not previously been at any time, an issuer identified in, or subject

to, Rule 144(i).

Section 4.28. Listing

and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act,

and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the

registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the Commission is

currently contemplating terminating such registration. Except as disclosed in the Filed Commission Documents, the Company has not,

in the twelve (12) months preceding the date hereof, received any written notice from any Person to the effect that the Company is

not in compliance with the listing or maintenance requirements of the Trading Market. Except as disclosed in the Commission

Documents, the Company is in compliance with all such listing and maintenance requirements of the Trading Market. The Common Stock

is eligible for participation in the DTC book entry system and has shares on deposit at DTC for transfer electronically to third

parties via DTC through its DWAC delivery system. The Company has not received notice from DTC to the effect that a suspension of,

or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect

to the Common Stock is being imposed or is contemplated.

Section 4.29. Application

of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s Charter or the laws of the State of Delaware that is or could become applicable to

the Investor as a result of the Investor and the Company fulfilling their respective obligations or exercising their respective rights

under the Transaction Documents (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities

and the Investor’s ownership of the Securities.

Section 4.30. Foreign

Corrupt Practices. Neither the Company or Subsidiary, nor to the Knowledge of the Company, any agent or other Person acting on

behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful

expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials

or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution

made by the Company (or made by any Person acting on its behalf of which the Company is aware) which is in violation of law, or (iv)

violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).

Section 4.31. Money

Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with

applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”);

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

Section 4.32. OFAC.

Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or

Affiliate of the Company or any of its Subsidiaries (i) is currently subject to any sanctions administered by the U.S. government,

including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S.

Department of State, the United Nations Security Council, the European Union, or the United Kingdom (including sanctions

administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons,

“Sanctioned Persons”) or other relevant sanctions authority, and (ii) will use the proceeds of this

offering, directly or indirectly, to fund or facilitate the activities of any Sanctioned Persons or entity or any country, region or

territory that is, at the time of such funding or facilitation, subject to Sanctions or any person or entity located in a country,

region or territory subject to Sanctions (including any administered or enforced by OFAC or the U.S. Department of State), the

United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her

Majesty’s Treasury). Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director,

officer, agent, employee or Affiliate of the Company or any of its Subsidiaries, is a Person that is, or is 50% or more owned or

otherwise controlled by a Person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country,

region or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country,

region or territory (including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea) (collectively,

“Sanctioned Countries” and each, a “Sanctioned Country”). The Company and its

Subsidiaries have not engaged in any dealings or transactions with or for the benefit of Sanctioned Persons, or with or in a

Sanctioned Country, in the preceding 3 years, nor does the Company or any of its Subsidiaries have any plans to deal or transact

with Sanctioned Persons, or with or in Sanctioned Countries.

Section 4.33. Information

Technology; Compliance with Data Privacy Laws. To the best of the Company’s knowledge and as previously disclosed under

Commission Documents, (i) there have been no material breaches or violations of (or unauthorized access to) the Company, or the Subsidiaries’

information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively,

the “IT Systems”) or any personal, personally identifiable, sensitive, confidential or regulated data (collectively,

“Personal Data”) processed or stored by or on behalf of the Company or the Subsidiaries, except for those that

have been remedied without material cost or liability or the duty to notify any regulator, nor are there any pending internal investigations

of the Company or the Subsidiaries relating to the same and (ii) the Company and the Subsidiaries are presently in compliance in all

material respects with all Applicable Laws, statutes and regulations and contractual obligations relating to the privacy and security

of IT Systems and Personal Data.

Section 4.34. No Disqualification Events. None of the Company, any of their predecessors, any affiliated issuer, any director, general

partner executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20%

or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that

term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer

Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)

under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)

or (d)(3) under the Securities Act. The Company have exercised reasonable care to determine whether any Issuer Covered Person is subject

to a Disqualification Event.

Section 4.35. ERISA.

Except as set forth in the Commission Documents, the Company is not a party to an “employee benefit plan,” as defined in

Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which: (i) is

subject to Title IV of ERISA and (ii) is or was at any time maintained, administered or contributed to by the Company or any of its

ERISA Affiliates (as defined hereafter). These plans are referred to collectively herein as the “Employee Plans.” An

“ERISA Affiliate” of any person or entity means any other person or entity which, together with that Person or entity,

could be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code. Each Employee Plan has been maintained in

material compliance with its terms and the requirements of Applicable Law. Except as set forth or incorporated by reference in the

Registration Statement and the Prospectus, there is no liability in respect of post-retirement health and medical benefits for

retired employees of the Company or any of its ERISA Affiliates, other than medical benefits required to be continued under

Applicable Law. No “prohibited transaction” (as defined in either Section 406 of ERISA or Section 4975 of the Code) has

occurred with respect to any Employee Plan; and each Employee Plan that is intended to be qualified under Section 401(a) of the Code

is so qualified, and nothing has occurred, whether by action or by failure to act, which could cause the loss of such

qualification.

Section 4.36. No Other Similar Agreement. Except as disclosed in the Commission Documents, other than the Transaction Documents to

which it is a party, the Company is not a party to any agreement that is (or that contains any term, obligation or restriction that is)

in effect on the date hereof with any Person, other than the Investor, relating to any “at the market offering,” “equity

line of credit” or any other similar continuous offering in which the Company may offer, issue or sell Common Stock or Common Stock

Equivalents at a future determined price.

Section 4.37. Acknowledgement

Regarding Investor’s Acquisition of Securities. The Company acknowledges and agrees that the Investor is acting solely

in the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated by the Transaction

Documents. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in

any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and any advice given

by the Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’s acquisition

of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents

to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by the Company, respectively,

and their respective representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations

or warranties with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Article

IV.

Article

ADDITIONAL COVENANTS

The Company covenants with

the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party

during the Investment Period (and with respect to the Company for the period following the termination of this Agreement specified in

Section 8.3 pursuant to and in accordance with Section 8.3):

Section 5.1. Securities Compliance. The Company shall notify the Commission and the Trading Market, if and as applicable, in accordance

with their respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary

action, undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the

Securities to the Investor in accordance with the terms of the Transaction Documents, as applicable.

Section 5.2. Reservation

of Common Stock. The Company has available and the Company shall reserve and keep available at all times, free of preemptive

and other similar rights of stockholders, 750,000,000 shares of authorized but unissued shares of Common Stock to enable the Company

to timely effect the issuance, sale and delivery of all Shares pursuant to this Agreement. As of the date of this Agreement the Company

has reserved, and as of the Commencement Date shall have continued to reserve, out of its authorized and unissued Common Stock, 50,000,000 shares

of authorized but unissued shares of Common Stock solely for the purpose of effecting VWAP Purchases under this Agreement. The number of shares of Common Stock so reserved for the purpose of effecting VWAP Purchases under this Agreement

may be increased from time to time by the Company from and after the Commencement Date, and such number of reserved shares may be reduced

from and after the Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor pursuant to any

VWAP Purchase effected from and after the Commencement Date pursuant to this Agreement.

Section 5.3. Registration

and Listing. The Company shall use its commercially reasonable efforts to cause the Common Stock to continue to be registered

as a class of securities under Sections 12(b) of the Exchange Act, and to comply with its reporting and filing obligations under the

Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange Act)

to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities

Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue the listing and trading of its

Common Stock and the listing of the Securities purchased by the Investor hereunder on the Trading Market and to comply with the Company’s

reporting, filing and other obligations under the rules and regulations of the Trading Market. The Company shall not take any action

which could be reasonably expected to result in the delisting or suspension of the Common Stock on the Trading Market. If the Company

receives any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated

on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such fact in writing and shall

use its commercially reasonable efforts to cause the Common Stock to be listed or quoted on another Eligible Market.

Section 5.4.

Compliance with Laws.

(i) During

the Investment Period, (a) the Company shall comply, and the Company shall cause each Subsidiary to comply, with all laws, rules,

regulations and orders applicable to the business and operations of the Company and the Subsidiaries, except as would not have a

Material Adverse Effect, and (b) the Company shall comply with all applicable provisions of the Securities Act and the Exchange Act,

including Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicable listing rules of the

Trading Market or Eligible Market, except as would not, individually or in the aggregate, prohibit or otherwise interfere with the

ability of the Company to enter into and perform its obligations under this Agreement in any material respect or for Investor to

conduct resales of Securities under the Registration Statement in any material respect. Without limiting the foregoing, none of the

Company, or any of the Subsidiaries, nor to the Knowledge of the Company, any of their respective directors, officers, agents,

employees or any other Persons acting on their behalf shall, in connection with the operation of the respective businesses of the

Company and the Subsidiaries, (1) use any corporate funds for unlawful contributions, payments, gifts or entertainment or to make

any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or

organizations, (2) pay, accept or receive any unlawful contributions, payments, expenditures or gifts, or (3) violate or operate in

noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign

laws and regulations, including, without limitation, the FCPA and the Money Laundering Laws.

(ii)

The Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under

this Agreement and its investment in the Securities, except as would not, individually or in the aggregate, prohibit or otherwise interfere

with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting

the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation

M thereunder, and all applicable state securities or “Blue Sky” laws.

Section 5.5.

Keeping of Records and Books of Account; Due Diligence.

(i) The

Investor and the Company shall each maintain records showing the remaining the remaining Total Purchase Commitment, the remaining Aggregate

Limit and the dates and VWAP Purchase Share Amount for each VWAP Purchase.

(ii) The

Investor shall have the right, from time to time as the Investor may reasonably deem appropriate, and upon reasonable advance notice

to the Company, to perform reasonable due diligence on the Company during normal business hours; provided, however, that

after the Closing Date, the Investor’s continued due diligence of the Company shall not be a condition precedent to, or otherwise

impair, delay or modify in any respect, the Company’s right to deliver to the Investor any VWAP Purchase Notice, or the Investor’s

obligation to purchase the Shares subject thereto, pursuant to this Agreement. The Company and its officers and employees shall provide

information on a reasonably timely basis and otherwise reasonably cooperate with the Investor in connection with any reasonable request

by the Investor related to the Investor’s due diligence of the Company.

Section 5.6. No

Frustration; Prohibition of Certain Issuances Before Settlement of Purchases; No Similar Transactions.

(i) No

Frustration. The Company shall not enter into, announce or recommend to the Company’s stockholders any agreement, plan,

arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or

right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation,

the obligation of the Company to deliver the Shares to the Investor in respect of a VWAP Purchase as DWAC Shares not later than 10:00

a.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Date for such VWAP Purchase in accordance

with Section 2.2 of this Agreement. For the avoidance of doubt, nothing in this Section 5.6(i) shall in any way limit the Company’s

right to terminate this Agreement in accordance with Section 7.2 (subject in all cases to Section 7.3).

(ii)

No Dilutive Issuances During Reference Periods. Neither the Company nor or any Subsidiary shall issue, sell or grant

any right, option or warrant to purchase, or issue, sell or grant any right to reprice (or reset the purchase price therefor), or otherwise

dispose of for cash (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to utilize any existing

agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant of any option or warrant

to purchase or other disposition for cash (or any agreement, plan or arrangement therefor), at any time during the following periods:

with respect to each VWAP Purchase under this Agreement for which the Company has delivered to the Investor a VWAP Purchase Notice, the

period beginning on the third (3rd) Trading Day immediately preceding the applicable VWAP Purchase Date for such VWAP Purchase

and ending on the third (3rd) Trading Day next following the Trading Day on which the Investor has delivered to the Company

the applicable total purchase price for all of the Shares to be purchased by the Investor in such VWAP Purchase, pursuant to Section

2.2 (each such period referred to in clause (i) and (ii) above, a “Reference Period”), any Common Stock or

Common Stock Equivalents, at an effective price per share of Common Stock less than the applicable VWAP Purchase Price per Share (such

price, the “Reference Price”) to be sold to the Investor in the applicable VWAP Purchase to which such Reference

Period relates (each such issuance, a “Dilutive Issuance”), other than an Exempt Issuance (it being understood

and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase

price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights

per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per

share of Common Stock that is less than the applicable Reference Price, such issuance shall be deemed to have occurred for less than

the applicable Reference Price on such date of the Dilutive Issuance at such effective price) and the applicable VWAP Purchase Price

(as applicable) shall be reduced to equal the Reference Price. If the Company enters into a Variable Rate Transaction, the Company shall

be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities

may be converted or exercised. The Investor shall be entitled to seek injunctive relief against the Company and the Subsidiaries to preclude

any such Dilutive Issuance that does not constitute an Exempt Issuance, which remedy shall be in addition to any right to collect damages,

without the necessity of showing economic loss and without any bond or other security being required.

(iii)

Clearing Date. If the lowest trade price for the Common Stock on the Clearing Date is lower than that at the time

any Shares pursuant to a VWAP Purchase are actually issued, then the price per share at which such Shares are issued shall be adjusted

such that the price per share at which such Shares are issued shall be calculated from the closing trade price on the Clearing Date, and

the Company shall issue additional Shares to Investor to reflect such adjusted price per Share. For purposes of this Agreement, “Clearing

Date” shall be on the date on which any Shares pursuant to a VWAP Purchase are deposited into Investor’s brokerage account

and Investor’s broker has confirmed with Investor that the Investor may execute trades of such Shares.

(iv) No

Other Similar Transactions. From and after the date of this Agreement until the termination of this Agreement pursuant to

Section 7 (the “Similar Transaction Restricted Period”), none of the Company or any Subsidiary shall

issue, sell or grant any, or otherwise dispose of or issue (or enter into any agreement, plan or arrangement contemplating any of

the foregoing, or seek to utilize any existing agreement, plan or arrangement to effect any of the foregoing), or announce any

offer, issuance, sale or grant or other disposition or issuance of (or any agreement, plan or arrangement therefor) any Common Stock

or Common Stock Equivalents (or a combination of units thereof) in any “equity line of credit,” “at the market

offering” or other similar continuous offering in which the Company may offer, issue or sell Common Stock or Common Stock

Equivalents (or any combination of units thereof) at a future determined price, other than (a) Securities issued to the Investor

pursuant to this Agreement and any of the other Transaction Documents or pursuant to any other agreement entered into by the Company

and the Investor at any time after the date of this Agreement, and (b) any securities of the Company issued upon the exercise or

exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time (such similar

transaction other than those referred to clauses (a) and (b) hereof, a “Similar Transaction”). From and

after the date immediately following the last day of the Similar Transaction Restricted Period, the Company and/or any Subsidiary

shall be permitted to enter into an agreement, plan or arrangement to effect a Similar Transaction (and may publicly announce the

same), and the Company and/or any Subsidiary shall be permitted to take all such actions necessary or as contemplated thereby in

order to satisfy any conditions required thereunder to be satisfied by the Company and/or any Subsidiary in order to commence

issuances and sales of Common Stock or Common Stock Equivalents (or a combination of units thereof) thereunder, including, without

limitation, preparing and filing with the Commission one or more registration statements to register under the Securities Act the

offer, issuance and sale by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) thereunder,

or to register the resale by any Person or Persons of Common Stock or Common Stock Equivalents (or a combination of units thereof)

that may be issued or sold by the Company and/or any Subsidiary to such Person or Persons thereunder; provided, however,

that none of the Company or Subsidiary may issue, sell or otherwise dispose of any shares of Common Stock or Common Stock

Equivalents (or a combination of units thereof) to or through any Person or Persons thereunder prior to the date of termination of

this Agreement pursuant to Section 7. The Investor shall be entitled to seek injunctive relief against the Company and the

Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity

of showing economic loss and without any bond or other security being required.

Section 5.7.

Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of

the Company; provided, however, that, except as provided in Section 5.8, nothing in this Agreement shall be deemed to prohibit

the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section 5.7

shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 7.2 (subject in all cases to Section

7.3).

Section 5.8.

Fundamental Transaction. If a VWAP Purchase Notice has been delivered by the Company to the Investor under Article II

and the VWAP Purchase has or have not yet been fully settled in accordance with this Agreement (including, without limitation, the delivery

by the Investor to the Company of the applicable total purchase price for all of the Shares to be purchased by the Investor in such VWAP

Purchase as contemplated by Article II), the Company shall not effect any Fundamental Transaction until the expiration of three (3) Trading

Days following the Trading Day on which the Investor has delivered to the Company the applicable total purchase price for all of the Shares

to be purchased by the Investor in such VWAP Purchase.

Section 5.9.

Selling Restrictions.

(i)

Except as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading

Day next following the expiration or termination of this Agreement (the “Restricted Period”), neither the Investor

nor any of its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons”

and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (x)

engage in any Short Sales involving the Company’s securities or (y) grant any option to purchase, or acquire any right to dispose

of or otherwise dispose for value of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for

any shares of Common Stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic

risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein

shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period

from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a

number of shares of Common Stock equal to the number of Shares that such Restricted Person is or may be obligated to purchase under

a pending VWAP Purchase Notice but has not yet taken possession of so long as such Restricted Person (or the Broker-Dealer, as applicable)

delivers the Shares purchased pursuant to such VWAP Purchase Notice to the purchaser thereof or the applicable Broker-Dealer upon such

Restricted Person’s receipt of such shares of Common Stock from the Company pursuant to this Agreement.

(ii)

In addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above),

the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the

requirements of the Securities Act and the Exchange Act.

Section 5.10.

Effective Registration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts

to maintain the continuous effectiveness of each Registration Statement filed with the Commission under the Securities Act for the applicable

Registration Period pursuant to and in accordance with the Registration Rights Agreement.

Section 5.11.

Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption

for or to qualify the Securities for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of

the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue

Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date; provided,

however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business

in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.11, (y) subject itself to general taxation

in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section 5.12. Non-Public

Information. None of the Company or of the Subsidiaries, nor any of

their respective directors, officers, employees or agents shall disclose any material non-public information about the Company or

the Subsidiaries to the Investor, unless a simultaneous public announcement thereof is made by the Company in the manner

contemplated by Regulation FD.

Section 5.14. Broker/Dealer.

The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Shares that it may purchase or otherwise acquire

from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be unaffiliated with the Investor and not

then currently engaged or used by the Company, and a DTC participant (collectively, the “Broker-Dealer”). The Investor

shall, from time to time, provide the Company and the Transfer Agent with all information regarding the Broker-Dealer reasonably requested

by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer, which shall not exceed customary

brokerage fees and commissions and shall be responsible for designating only a DTC participant eligible to receive DWAC Shares.

Section 5.16.

Disclosure Schedules.

(i)

The Company may, from time to time, update the Disclosure Schedules as may be required to satisfy the conditions set forth in Section

6.2(i) and Section 6.3 (to the extent such condition set forth in Section 6.3 relates to the condition in Section 6.2(i) as of a specific

Notice Delivery Time). For purposes of this Section 5.14, any disclosure made in a schedule to the Compliance Certificate shall be deemed

to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule

pursuant to this Section 5.14 shall cure any breach of a representation or warranty of the Company contained in this Agreement and made

prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto.

(ii)

Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure

contained in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule

of the Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is reasonably

apparent. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that such information

is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether

based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting

the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Section 5.17.

Delivery of Compliance Certificates Upon Occurrence of Certain Events. Within

three (3) Trading Days immediately following the (i) filing of (A) a post-effective amendment to the Prospectus Supplement required to

be filed by the Company with the Commission pursuant to the Registration Rights Agreement, (B) a New Registration Statement required

to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, or (C) a post-effective

amendment to a New Registration Statement required to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration

Rights Agreement, in each case with respect to a fiscal year ending after the Commencement Date, to register the resale of Securities

by the Investor under the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and (ii) the date the Company

files with the Commission (A) a Prospectus Supplement to the Prospectus contained in the Registration Statement under the Securities

Act, (B) an annual report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement Date, (C) an

amendment on Form 10-K/A to an annual report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement

Date, which contains amended material financial information (or a restatement of material financial information) or an amendment to other

material information contained in a previously filed Form 10-K, and (D) a Commission Document under the Exchange Act (other than those

referred to in clauses (ii)(A) and (ii)(B) of this Section 5.15), which contains amended material financial information (or a restatement

of material financial information) or an amendment to other material information contained or incorporated by reference in the Registration

Statement, or the Prospectus or any Prospectus Supplement contained in the Registration Statement (it being hereby acknowledged and agreed

that the filing by the Company with the Commission of a quarterly report on Form 10-Q that includes only updated financial information

as of the end of the Company’s most recent fiscal quarter shall not, in and of itself, constitute an “amendment” or

“restatement” for purposes of clause (ii) of this Section 5.15), in each case of this clause (ii) if the Company is not also

then required under the Securities Act to file a post-effective amendment to the Registration Statement or a post-effective amendment

to any New Registration Statement, in each case with respect to a fiscal year ending after the Commencement Date, to register the resale

of Securities by the Investor under the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and in any case

of this clause (ii), not more than once per calendar quarter, the Company shall deliver to the Investor a Compliance Certificate, dated

such date.

Section 5.18.

DTC Chill. If the Common stock is chilled for deposit at DTC, becomes chilled, or receives

a Stop Sign or other trading restrictions at any point while this Agreement remains outstanding, an additional 10% discount will be attributed

to the price per Share at which each VWAP Purchase is made to cover costs associated with the deposit of chilled or otherwise trade restricted

stocks for each issuance.

Article

CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND

PURCHASE OF THE SHARES

Section 6.1.

Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this

Section 6.1 on the Closing Date.

(i)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor

contained in this Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects

as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations

and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”

shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in

which case, such representations and warranties shall be true and correct as of such other date.

(ii)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company

contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be

true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another

date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and

(b) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of the

Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and

warranties shall be true and correct as of such other date.

(iii)

Reserved.

(iv)

Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement

executed by each of the parties hereto shall be delivered as provided in Section 1.2. Simultaneously with the execution and delivery of

this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the

Company, dated as of the Closing Date, in the form of Exhibit B hereto.

Section 6.2.

Conditions Precedent to Commencement. The right of the Company to commence delivering VWAP Purchase Notices under this

Agreement, and the obligation of the Investor to accept VWAP Purchase Notices delivered to the Investor by the Company under this Agreement,

are subject to the initial satisfaction, at the time of Commencement, of each of the conditions set forth in this Section 6.2.

(i)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company

contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have

been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement

Date with the same force and effect as if made on such date, except to the extent such representations and warranties are as of another

date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and

(b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when

made and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent

such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct

as of such other date.

(ii)

Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with

all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or

complied with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance

certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).

(iii)

No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request

by the Commission or any other federal or state governmental authority for any additional information relating to the Prospectus Supplement,

or the Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Prospectus Supplement,

the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state

governmental authority of any stop order suspending the effectiveness of the Prospectus Supplement or prohibiting or suspending the use

of the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification

of the Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose;

or (c) the occurrence of any event or the existence of any condition or state of facts, which makes any statement of a material fact

made in the Prospectus Supplement, the Prospectus contained therein or any Prospectus Supplement thereto untrue or which requires the

making of any additions to or changes to the statements then made in the Prospectus Supplement, the Prospectus contained therein or any

Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or necessary in order

to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in light of the circumstances under

which they were made) not misleading, or which requires an amendment to the Prospectus Supplement or a supplement to the Prospectus contained

therein or any Prospectus Supplement thereto to comply with the Securities Act or any other law. The Company shall not have any Knowledge

of any event that would reasonably be expected to have the effect of causing the suspension of the effectiveness of the Prospectus Supplement

or the prohibition or suspension of the use of the Prospectus contained therein or any Prospectus Supplement thereto in connection with

the resale of the Registrable Securities by the Investor.

(iv)

Other Commission Filings. The Current Report shall have been filed with the Commission as required pursuant to Section

1.3. The final Prospectus included in any post-effective amendment to the Prospectus Supplement, and any Prospectus Supplement thereto,

required to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement

Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission in accordance with Section 1.3 and the

Registration Rights Agreement. The final Prospectus included in any New Registration Statement and in any post-effective amendment thereto,

and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration

Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission

in accordance with Section 1.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information

and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange

Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Commencement

Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission and, if any Registrable Securities are

covered by a Registration Statement on Form S-3, such filings shall have been made within the applicable time period prescribed for such

filing under the Exchange Act.

(v)

No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been

suspended by the Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the

Company, which suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable

notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to

such date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect

to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or

restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the

Common Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company

in writing that DTC has determined not to impose any such suspension or restriction).

(vi)

Compliance with Laws. The Company shall have complied in all material respects with all applicable federal, state

and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement

and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including,

without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue

Sky” laws for the offer and sale of the Securities by the Company to the Investor and the subsequent resale of the Registrable Securities

by the Investor (or shall have the availability of exemptions therefrom).

(vii)

No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered,

promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation

of, or which would materially modify or delay any of the transactions contemplated by, the Transaction Documents.

(viii)

No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority

shall have been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Company

or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change

the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

(ix)

Listing of Securities. All of the Securities that have been and may be issued pursuant to this Agreement shall have

been approved for listing or quotation on the Trading Market as of the Commencement Date, subject only to notice of issuance.

(x)

No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect

shall have occurred and be continuing.

(xi)

No Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within

the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced

a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment

of a Custodian of the Company for all or substantially all of the Company’s property, or (d) made a general assignment for the

benefit of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I)

is for relief against the Company in an involuntary case, (II) appoints a Custodian of the Company for all or substantially all of the

Company’s property, or (III) orders the liquidation of the Company or of the Subsidiaries.

(xii)

Reserved.

(xiii)

Delivery of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable

Transfer Agent Instructions shall have been executed by the Company and delivered to and acknowledged in writing by the Transfer Agent,

and the Notice of Effectiveness relating to the Registration Statement shall have been executed by the Company’s outside counsel

and delivered to the Transfer Agent.

(xiv)

Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued

Common Stock, 750,000,000 shares of Common Stock solely for the purpose of effecting VWAP Purchases.

(xv)

Opinions of Company Counsel. On the Commencement Date, the Investor shall have received the opinion and negative

assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor

prior to the date of this Agreement.

Section 6.3.

Conditions Precedent to Purchases by Investor. The right of the Company to deliver VWAP Purchase Notices under this

Agreement after the Commencement Date, and the obligation of the Investor to accept VWAP Purchase Notices under this Agreement after the

Commencement Date, are subject to the satisfaction of each of the conditions set forth in this Section 6.3: with respect to each VWAP

Purchase after the Commencement Date, (A) at the time of delivery of the applicable VWAP Purchase Notice to the Investor and (B) immediately

prior to the applicable VWAP Purchase Commencement Time on the applicable VWAP Purchase Date for such VWAP Purchase (each such time referred

to in clauses (i) and (ii) hereof, a “Notice Delivery Time”).

(i)

Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through

(xv) set forth in Section 6.2 shall be satisfied at the applicable Notice Delivery Time after the Commencement Date (with the terms “Commencement”

and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section 6.2 replaced with “applicable

Notice Delivery Time”); provided, however, that the Company shall not be required to deliver the Compliance Certificate

after the Commencement Date, except as provided in Section 5.1 and Section 6.2(ii).

(ii)

Any Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor

of the Registrable Securities, included therein, and any post-effective amendment thereto, required to be filed by the Company with the

Commission pursuant to the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date,

in each case shall have been declared effective under the Securities Act by the Commission and shall remain effective for the applicable

Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to

resell (a) all of the Shares included in such New Registration Statement, and any post-effective amendment thereto, that have been issued

and sold to the Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company to the Investor prior to such applicable

VWAP Purchase Date, and (b) all of the Shares included in such new Registration Statement, and any post-effective amendment thereto,

that are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase

to be effected hereunder on such applicable VWAP Purchase Date.

(iii)

Delivery of Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective

amendment to the Registration Statement or any post-effective amendment to any Registration Statement, in each case declared effective

by the Commission after the Commencement Date, the Company shall have delivered or caused to be delivered to the Transfer Agent (a) irrevocable

instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and

acknowledged in writing by the Transfer Agent and (b) the Notice of Effectiveness, in each case modified as necessary to refer to such

Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securities

included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement.

(iv)

No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request

by the Commission or any other federal or state governmental authority for any additional information relating to the Registration Statement

or any post-effective amendment thereto, or any New Registration Statement or any post-effective amendment thereto, or the Prospectus

contained in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state

governmental authority of any stop order suspending the effectiveness of any Registration Statement or any post-effective amendment thereto,

or prohibiting or suspending the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto, or of

the suspension of qualification or exemption from qualification of the Securities for offering or sale in any jurisdiction, or the initiation

or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any event or the existence of any condition or

state of facts, which makes any statement of a material fact made in the Registration Statement or any post-effective amendment thereto,

or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires the making of any additions

to or changes to the statements then made in the Registration Statement or any post-effective amendment thereto, or the Prospectus contained

in any of the foregoing or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated

therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in

light of the circumstances under which they were made) not misleading, or which requires an amendment or any post-effective amendment

thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing

or any Prospectus Supplement thereto to comply with the Securities Act or any other law (other than the transactions contemplated by

the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunder

on such applicable VWAP Purchase Date, and the settlement thereof). The Company shall not have any Knowledge of any event that would

reasonably be expected to have the effect of causing the suspension of the effectiveness of the Registration Statement or any post-effective

amendment thereto, or the prohibition or suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus

Supplement thereto in connection with the resale of the Registrable Securities by the Investor.

(v)

Other Commission Filings. The final Prospectus included in any post-effective amendment to any Prospectus required

to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement Date

and prior to the applicable VWAP Purchase Date shall have been filed with the Commission in accordance with Section 1.3 and the Registration

Rights Agreement. The final Prospectus included in any New Registration Statement and in any post-effective amendment thereto, and any

Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration Rights

Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date shall have been filed with the Commission in accordance

with Section 1.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information and other

documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including

all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Commencement Date and prior

to the applicable VWAP Purchase Date shall have been filed with the Commission and, if any Registrable Securities are covered by a Registration

Statement on Form S-3, such filings shall have been made within the applicable time period prescribed for such filing under the Exchange

Act.

(vi)

No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been

suspended by the Commission, the Trading Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company,

which suspension shall be terminated prior to the applicable VWAP Purchase Date), the Company shall not have received any final and non-appealable

notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to

such date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect

to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or

restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the

Common Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company

in writing that DTC has determined not to impose any such suspension or restriction).

(vii)

Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice

shall not (a) exceed the applicable VWAP Purchase Maximum Amount, or (b) cause the Aggregate Limit or the Beneficial Ownership Limitation

to be exceeded.

(viii)

Shares Authorized and Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall

have been duly authorized by all necessary corporate action of the Company. All Shares relating to all prior VWAP Purchase Notices required

to have been received by the Investor as DWAC Shares under this Agreement prior to the applicable Notice Delivery Time for the applicable

VWAP Purchase shall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.

(ix)

Compliance Certificates. The Investor shall have received all Compliance Certificates from the Company that the Company

was obligated to deliver to the Investor prior to the applicable Notice Delivery Time for the applicable VWAP Purchase, in each case in

accordance with Section 5.15.

Article

VII

TERMINATION

Section 7.1.

Automatic Termination; Termination by Consent. Unless earlier terminated as provided hereunder, this Agreement shall

terminate automatically, without any further action or notice by any Person, on the earliest to occur of (i) the expiration of the Registration

Statement pursuant to Rule 415(a)(5) of the Securities Act, (ii) the date on which the Investor shall have purchased the Aggregate Limit

of Shares pursuant to this Agreement, (iii) the date on which the Common Stock shall have failed to be listed or quoted on the Trading

Market or any Eligible Market, (iv) the thirtieth (30th) Trading Day next following the date on which, pursuant to or within

the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, in

each case that is not discharged or dismissed prior to such thirtieth (30th) Trading Day, and (v) the date on which, pursuant

to or within the meaning of any Bankruptcy Law, a Custodian is appointed for the Company or for all or substantially all of its property,

or the Company makes a general assignment for the benefit of its creditors. Subject to Section 7.3, this Agreement may be terminated at

any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided

in such written consent.

Section 7.2.

Other Termination. Subject to Section 7.3, the Company may terminate this Agreement after the Commencement Date effective

upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 9.4; provided, however,

that (i) the Company shall have paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 9.1

of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement,

with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press

release or other disclosure, which consent shall not be unreasonably delayed or withheld. Subject to Section 7.3, this Agreement may

be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless

otherwise provided in such written consent. Subject to Section 7.3, the Investor shall have the right to terminate this Agreement effective

upon ten (10) Trading Days’ prior written notice to the Company in accordance with Section 9.4, if: (a) any condition, occurrence,

state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (b) a Fundamental Transaction shall have

occurred; (c) the Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission

by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) therefor, or the Company is otherwise in breach

or default in any material respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach

or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure,

breach or default is delivered to the Company pursuant to Section 9.4; (d) while a Registration Statement, or any post-effective amendment

thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any

Registrable Securities, the effectiveness of such Registration Statement, or any post-effective amendment thereto, lapses for any reason

(including, without limitation, the issuance of a stop order by the Commission) or such Registration Statement or any post-effective

amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes unavailable to the Investor

for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement,

and such lapse or unavailability continues for a period of 20 consecutive Trading Days, other than due to acts of the Investor; (e) trading

in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on

such Eligible Market) shall have been suspended and such suspension continues for a period of three (3) consecutive Trading Days; or

(f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach

or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company (as applicable) pursuant

to Section 9.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided

in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and,

if required under Applicable Law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable

rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, the rules and regulations of

such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules

and regulations of the Trading Market, or the applicable rules and regulations of such Eligible Market, as applicable) upon becoming

aware of any of the events set forth in the immediately preceding sentence.

Section 7.3.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination)

pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 and the transactions

contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided

in Section 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of

Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article

VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and (ii) so long as the Investor

owns any Securities, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and effect

for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination

of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related

to any pending VWAP Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it

being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any

of the parties’ respective rights or obligations under the Transaction Documents with respect to any pending VWAP Purchase, and

that the parties shall fully perform their respective obligations with respect to any such pending VWAP Purchase under the Transaction

Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit,

alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement,

all of which shall survive any such termination, or (iii) affect the Investor Expense Reimbursement paid to the Investor, all of which

shall be non-refundable when paid as of the Closing Date pursuant to Section 9.1(i), regardless of whether any VWAP Purchases are made

or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 7.3 shall be deemed to release the Company

or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which

it is a party, or to impair the respective rights of the Company and the Investor to compel specific performance by the other party of

its obligations under the Transaction Documents to which it is a party.

Article

VIII

INDEMNIFICATION

Section 8.1.

Indemnification of Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring

the Securities hereunder and in addition to all of the other respective obligations of the Company under the Transaction Documents to

which it is a party, subject to the provisions of this Section 8.1, the Company shall indemnify and hold harmless the Investor, each of

its directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with

a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person,

if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the

respective directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons

with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such

controlling Persons (each, an “Investor Party”), from and against all losses, liabilities, obligations, claims,

contingencies, damages, costs and expenses (including all judgments, amounts paid in settlement, court costs, reasonable attorneys’

fees and costs of defense and investigation) (collectively, “Damages”) that any Investor Party may suffer or

incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company

in this Agreement or in the other Transaction Documents to which it is a party or (b) any action, suit, claim or proceeding (including

for these purposes a derivative action brought on behalf of the Company) instituted against such Investor Party arising out of or resulting

from the execution, delivery, performance or enforcement of the Transaction Documents, other than claims for indemnification within the

scope of Section 6 of the Registration Rights Agreement; provided, however, that (x) the foregoing indemnity shall not apply

to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from any acts or failures to act,

undertaken or omitted to be taken by such Investor Party through its fraud, bad faith, gross negligence, or willful or reckless misconduct.

The Company shall reimburse

any Investor Party promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses

reasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding, whether at law or in equity,

to enforce compliance by the Company with any provision of the Transaction Documents to which it is a party or (ii) any other any action,

suit, claim or proceeding, whether at law or in equity, with respect to which it is entitled to indemnification under this Section 8.1;

provided that the Investor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent

a court of competent jurisdiction determines that any Investor Party was not entitled to such reimbursement.

An Investor Party’s

right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company set forth

in the Transaction Documents to which it is a party shall not in any way be affected by any investigation or knowledge of such Investor

Party. Such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an

Investor Party knew or should have known that any representation or warranty might be inaccurate or that the Company failed to comply

with any agreement or covenant. Any investigation by such Investor Party shall be for its own protection only and shall not affect or

impair any right or remedy hereunder.

To the extent that the foregoing

joint and several undertakings by the Company set forth in this Section 8.1 may be unenforceable for any reason, the Company shall make

the maximum contribution to the payment and satisfaction of each of the Damages which is permissible under Applicable Law.

Section 8.2.

Indemnification Procedures. Promptly after an Investor Party receives notice of a claim or the commencement of an action

for which the Investor Party intends to seek indemnification under Section 8.1, the Investor Party will notify the Company in writing

of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the Company will

not relieve the Company from liability under Section 8.1, except to the extent it has been materially prejudiced by the failure to give

notice. The Company will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification

is being sought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against whom the claim or action

is brought, the Company may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel

satisfactory to it. After the Company notifies the Investor Party that the Company wishes to assume the defense of a claim, action, suit

or proceeding, the Company will not be liable for any further legal or other expenses incurred by the Investor Party in connection with

the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the Investor Party, it would be

inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and such Investor

Party. In such event, the Company will pay the reasonable fees and expenses of no more than one separate counsel for all such Investor

Parties promptly as such fees and expenses are incurred. Each Investor Party, as a condition to receiving indemnification as provided

in Section 8.1, will cooperate in all reasonable respects with the Company in the defense of any action or claim as to which indemnification

is sought. The Company will not be liable for any settlement of any action effected without its prior written consent, which consent shall

not be unreasonably withheld, delayed or conditioned. The Company will not, without the prior written consent of the Investor Party, effect

any settlement of a pending or threatened action with respect to which an Investor Party is, or is informed that it may be, made a party

and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the Investor Party from

all liability and claims which are the subject matter of the pending or threatened action.

The remedies provided for

in this Article VIII are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor Party

at law or in equity.

Article

MISCELLANEOUS

Section 9.1.

Certain Fees and Expenses; Commencement Irrevocable Transfer Agent Instructions.

(i)

Certain Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated

by this Agreement; provided, however, that immediately following the execution of this Agreement, the Company shall pay,

by wire transfer of immediately available funds to an account designated by the Investor, an amount equal to $40,000 to be applied against

the Investor’s reasonable out-of-pocket expenses, including the legal fees and disbursements of the Investor’s legal counsel,

incurred by the Investor in connection with the preparation, negotiation, execution and delivery of the Transaction Documents by the Investor

and its due diligence investigation of the Company (such amount, the “Investor Expense Reimbursement”). For

the avoidance of doubt, the Investor Expense Reimbursement, shall be non-refundable when paid as of the Closing Date, regardless of whether

any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. The Company shall pay all U.S. federal,

state and local stamp and other similar transfer and other taxes and duties levied in connection with issuance of the Securities pursuant

hereto.

(ii)

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company

shall issue the Commitment Shares to the Investor or its designee not later than 4:00 p.m. (New York City time) on the Effective Date.

The Commitment Shares shall be included in the Registration Statement. For the avoidance of doubt, all of the Commitment Shares shall

be fully earned as of the Closing Date, regardless of whether any VWAP Purchases are effected hereunder and regardless of any subsequent

termination of this Agreement. The Commitment Shares shall constitute Registrable Securities and shall be included in the Registration

Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

(iii)

Irrevocable Transfer Agent Instructions; Notice of Effectiveness. Upon the effectiveness of the Registration Statement,

the Company shall deliver or cause to be delivered to the Transfer Agent (and thereafter, shall deliver or cause to be delivered to any

subsequent transfer agent of the Company), (i) irrevocable instructions executed by the Company and acknowledged in writing by the Transfer

Agent (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness in

the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness”). With

respect to any post-effective amendment to the Registration Statement or any post-effective amendment to any New Registration Statement,

in each case declared effective by the Commission after the Commencement Date, the Company shall deliver or cause to be delivered to

the Transfer Agent (and thereafter, shall deliver or cause to be delivered to any subsequent transfer agent of the Company) (i) irrevocable

instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and

acknowledged in writing by the Transfer Agent and (ii) the Notice of Effectiveness, in each case modified as necessary to refer to such

Registration Statement or post-effective amendment and the Registrable Securities included therein. For the avoidance of doubt, all Shares

to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor

or its designee only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement is effective, no

instruction other than those referred to in this Section 9.1(iii) will be given by the Company to the Transfer Agent, or any successor

transfer agent of the Company, with respect to the Shares from and after Commencement, and the Shares covered by any New Registration

Statement or post-effective amendment thereof, as applicable, shall otherwise be freely transferable on the books and records of the

Company and no stop transfer instructions shall be maintained against the transfer thereof. The Company agrees that if the Company fails

to fully comply with the provisions of this Section 9.1(iii) within three (3) Trading Days after the date on which the Investor has provided

the deliverables referred to above that the Investor is required to provide to the Company or the Transfer Agent, the Company shall,

at the Investor’s written instruction, purchase from the Investor all shares of Common Stock purchased or acquired by the Investor

pursuant to this Agreement that contain restrictive legends at the greater of (i) the purchase price paid for such shares of Common Stock

(as applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Section 9.2.

Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.

(i)

The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions

of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that

the Company, on the one hand, and the Investor, on the other hand, shall be entitled to an injunction or injunctions to prevent or cure

breaches of the provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the

necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy

to which either party may be entitled by law or equity.

(ii)

Each of the Company and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts

of the United States sitting in the State of New York for the purposes of any suit, action or proceeding arising out of or relating to

this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of

the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit, action

or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that

such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 9.2 shall affect or limit

any right to serve process in any other manner permitted by law.

(iii)

EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE

TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN TO ENTER INTO THIS AGREEMENT

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.2.

Section 9.3.

Entire Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect

to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties,

both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either party

relative to subject matter hereof not expressly set forth in the Transaction Documents. The Disclosure Schedule and all exhibits to this

Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.

Section 9.4.

Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall

be in writing and shall be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if

delivered on a business day during normal business hours where such notice is to be received), or the first business day following such

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

business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt

of such mailing, whichever shall first occur. The address for such communications shall be:

If to the Company:

Onconetix, Inc.

201 E. Fifth Street, Suite 1900

Cincinnati, OH 45202

Attention:

Email:

With a copy (which shall not

constitute notice) to:

Moritt Hock & Hamroff LLP

400 Garden City Plaza

Garden City, NY 11530

Attention: Brian C. Daughney, Esq.

If to the Investor:

[_______________]

Email: [_______________]

Attention: [_______________]

With a copy (which shall

not constitute notice) to:

Pryor Cashman LLP

7 Times Square

New York, NY 10036

Attention: M. Ali

Panjwani, Esq.

Either party hereto may from time to time change

its address for notices by giving at least five (5) days’ advance written notice of such changed address to the other party hereto.

Section 9.5.

Waivers. No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading

Day immediately preceding the filing of the Registration Statement with the Commission. Subject to the immediately preceding sentence,

no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver

is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall

any single or partial exercise of any such power, right or privilege preclude other or further exercises thereof or of any other right,

power or privilege.

Section 9.6.

Amendments. No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading

Day immediately preceding the filing of the Registration Statement with the Commission. Subject to the immediately preceding sentence,

no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto.

Section 9.7.

Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute

a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context

clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms

thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

Section 9.8.

Construction. The parties agree that each of them and their respective counsel has reviewed and had an opportunity to

revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved

against the drafting party shall not be employed in the interpretation of the Transaction Documents. In addition, each and every reference

to share prices and number of shares of Common Stock in any Transaction Document shall, in all cases, be subject to adjustment for any

stock splits, stock combinations, stock dividends, recapitalizations, reorganizations and other similar transactions that occur on or

after the date of this Agreement. Any reference in this Agreement to “Dollars” or “$” shall mean the lawful currency

of the United States of America. Any references to “Section” or “Article” in this Agreement shall, unless otherwise

expressly stated herein, refer to the applicable Section or Article of this Agreement.

Section 9.9.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

successors. Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder

to any Person.

Section 9.10.

No Third Party Beneficiaries. Except as expressly provided in Article VIII, this Agreement is intended only for

the benefit of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced

by, any other Person.

Section 9.11.

Governing Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive

laws of the State of New York, without giving effect to the choice of law provisions of such state that would cause the application of

the laws of any other jurisdiction.

Section 9.12.

Survival. The representations, warranties, covenants and agreements of the Company and the Investor contained in this

Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided, however, that

(i) the provisions of Article IV (Representations and Warranties of the Company) shall remain in effect for a period of twelve months

following such termination, Article VII (Termination), Article VIII (Indemnification) and this Article IX (Miscellaneous) shall remain

in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants

and agreements of the Company and the Investor contained in Article V (Covenants), shall remain in full force and effect notwithstanding

such termination for a period of six (6) months following such termination.

Section 9.13.

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party;

provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered

due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

Section 9.14.

Publicity. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment

upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments

from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company

relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby,

prior to the issuance, filing or public disclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for

review any such disclosure (i) contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously

provided the same disclosure to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement

if it contains disclosure that does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents or

the transactions contemplated thereby.

Section 9.15.

Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction

shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be

held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other

provision or part of a provision of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal

or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal

and enforceable to the maximum extent possible.

Section 9.16.

Further Assurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company

and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to

confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

THE

COMPANY:

ONCONETIX, INC.:

By:

Name:

David A. White

Title:

Chief Executive Officer

THE INVESTOR:

[_____________]

By:

Name:

Title:

ANNEX I TO THE

COMMON STOCK PURCHASE AGREEMENT

DEFINITIONS

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control

with a Person, as such terms are used in and construed under Rule 144. With respect to the Investor, without limitation, any Person owning,

owned by, or under common ownership with the Investor, and any investment fund or managed account that is managed on a discretionary basis

by the same investment manager as the Investor will be deemed to be an Affiliate.

“Aggregate Limit”

shall have the meaning assigned to such term in Section 2.4(a).

“Agreement”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Applicable Laws”

shall have the meaning assigned to such term in Section 4.13.

“Bankruptcy Law”

means Title 11, U.S. Code, or any similar U.S. federal or state law for the relief of debtors.

“Beneficial Ownership

Limitation” shall have the meaning assigned to such term in Section 2.5.

“Bloomberg”

means Bloomberg, L.P.

“Bring Down Opinion”

shall have the meaning assigned to such term in Section 5.15.

“Broker-Dealer”

shall have the meaning assigned to such term in Section 5.13.

“Bylaws”

shall have the meaning assigned to such term in Section 4.4.

“Charter”

shall have the meaning assigned to such term in Section 3.3.

“Closing”

shall have the meaning assigned to such term in Section 1.2

“Closing Date”

means the date of this Agreement.

“Closing Sale

Price” means, for the Common Stock as of any date, the greater of (i) the then current book value of the Common Stock, and

(ii) the last closing trade price for the Common Stock on the Trading Market (or, if the Common Stock is then listed on an Eligible Market,

on such Eligible Market), as reported by Bloomberg, or, if the Trading Market (or such Eligible Market, as applicable) begins to operate

on an extended hours basis and does not designate the closing trade price for the Common Stock, then the last trade price for the Common

Stock prior to 4:00 p.m., New York City time, as reported by Bloomberg. All such determinations shall be appropriately adjusted for any

stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such period.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Commencement”

shall have the meaning assigned to such term in Section 2.2.

“Commencement

Date” shall have the meaning assigned to such term in Section 2.2.

“Commencement

Irrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 9.1(iii).

“Commission”

means the U.S. Securities and Exchange Commission or any successor entity.

“Commission Documents”

shall mean (1) all reports, schedules, registrations, forms, statements, information, exhibits and other documents filed with or furnished

to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished

to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and which hereafter shall be filed with or furnished

to the Commission by the Company, including, without limitation, the Current Report, (2) each Registration Statement, as the same may

be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (3) all information contained

in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein.

“Commitment Shares”

shall have the meaning assigned to such term in Section 2.6.

“Common Stock”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Common Stock

Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at

any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at

any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Compliance Certificate”

shall have the meaning assigned to such term in Section 6.2(ii).

“Current Report”

shall have the meaning assigned to such term in Section 1.3.

“Custodian”

shall mean any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Damages”

shall have the meaning assigned to such term in Section 8.1.

“Dilutive Issuance”

shall have the meaning assigned to such term in Section 5.6(ii).

“Disclosure Schedule”

shall have the meaning assigned to such term in Section 4.1.

“Disqualification

Event” shall have the meaning assigned to such term in Section 4.37.

“DTC”

means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.

“DWAC”

shall have the meaning assigned to such term in Section 2.6.

“DWAC Shares”

means shares of Common Stock issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely tradable and transferable

and without restriction on resale and without stop transfer instructions maintained against the transfer thereof and (iii) timely credited

by the Company to the Investor’s or its designated Broker-Dealer at which the account or accounts to be credited with the Securities

being purchased by Investor are maintained specified DWAC account with DTC under its Fast Automated Securities Transfer (FAST) Program,

or any similar program hereafter adopted by DTC performing substantially the same function.

“EDGAR”

means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“Effective Date”

means, with respect to the Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (or any post-effective

amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights Agreement (or any post-effective

amendment thereto), as applicable, the date on which the Registration Statement (or any post-effective amendment thereto) is declared

effective by the Commission.

“Effectiveness

Deadline” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Eligible Market”

means The New York Stock Exchange American, Nasdaq Capital Market (“NCM”), The Nasdaq Global Market, or The Nasdaq Global

Select Market (or any nationally recognized successor to any of the foregoing).

“Environmental

Laws” shall have the meaning assigned to such term in Section 4.16 hereof.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“Exempt Issuance”

means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the

Company pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority

of the members of a committee of the Board of Directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant

to this Agreement, (2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock

Equivalents held by the Investor at any time, or (3) any securities issued upon the exercise or exchange of or conversion of any Common

Stock Equivalents that are issued and outstanding on the date of this Agreement, provided that such securities referred to in this clause

(3) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price,

exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships,

collaborations or strategic transactions approved by the Company’s Board of Directors or a majority of the members of a committee

of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions

can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of

a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business

of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction

in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing

in securities, or (d) Common Stock issued by the Company by any method deemed to be an “at the market offering” as defined

in Rule 415(a)(4) under the Securities Act, exclusively through a registered broker-dealer, as the Company’s sales agent, pursuant

to one or more written agreements between the Company and such registered broker-dealer.

“FCPA”

shall have the meaning assigned to such term in Section 4.33.

“Filed Commission

Document” shall have the meaning assigned to such term in Section 4.6.

“Filing Deadline”

shall have the meaning assigned to such term in the Registration Rights Agreement.

“FINRA”

means the Financial Industry Regulatory Authority.

“Floor Price”

means a price equal to 85% of the Closing Price on the Trading Day the applicable VWAP Purchase Notice is delivered to Investor.

“Fundamental

Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate

or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the

Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding

voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of

all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender

or exchange offer by another Person that is accepted by the holders of the Company’s Voting Stock representing more than 50% of

the total voting power of the Company’s Voting Stock (excluding any Voting Stock held by the Person or Persons making or party

to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock

or share 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 Voting Stock of the Company representing more than 50%

of the total voting power of the Company’s Voting Stock (not including any Voting Stock held by the other Person or other Persons

making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or

other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group”

(as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner”

(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting Stock of the Company representing more than 50%

of the total voting power of the Company’s Voting Stock.

“GAAP”

shall have the meaning assigned to such term in Section 4.6(b).

“Investment Period”

means the period commencing on the Effective Date of the Registration Statement and expiring on the date this Agreement is terminated

pursuant to Article VII.

“Investor”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Investor Expense

Reimbursement” shall have the meaning assigned to such term in Section 9.1(i).

“Investor Party”

shall have the meaning assigned to such term in Section 8.1.

“Issuer Covered

Person” shall have the meaning assigned to such term in Section 4.37.

“IT Systems”

shall have the meaning assigned to such term in Section 4.36.

“Knowledge”

means, with respect to the Company, the actual knowledge of the Company’s Chief Executive Officer Chief Medical Officer, and President,

its Chief Financial Officer and Treasurer, and its General Counsel, in each case after reasonable inquiry of all officers, directors and

employees of the Company and its Subsidiaries under their direct supervision who would reasonably be expected to have knowledge or information

with respect to the matter in question.

“Material Adverse

Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results of operations,

assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material adverse effect

that resulted primarily from (A) any change in the United States or foreign economies or securities or financial markets in general, (B)

any change that generally affects the industry in which the Company and its Subsidiaries operate, (C) any change arising in connection

with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such

hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor,

its Affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement and the Registration

Rights Agreement, (E) the effect of any change in applicable laws or accounting rules, or (F) any change resulting from compliance with

terms of this Agreement or the Registration Rights Agreement or the consummation of the transactions contemplated by this Agreement and

the Registration Rights Agreement, or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations

under any Transaction Document to which it is a party to be performed as of the date of determination.

“Material Agreements”

shall have the meaning assigned to such term in Section 4.17.

“Money Laundering

Laws” shall have the meaning assigned to such term in Section 4.34.

“New Registration

Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Notice Delivery

Time” shall have the meaning assigned to such term in Section 6.3.

“Notice of Effectiveness”

shall have the meaning assigned to such term in Section 9.1(iv).

“OFAC”

shall have the meaning assigned to such term in Section 4.35.

“Person”

means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,

trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

“Personal Data”

shall have the meaning assigned to such term in Section 4.36.

“Prospectus”

means the prospectus in the form included in a Registration Statement, as supplemented from time to time by any Prospectus Supplement,

including the documents incorporated by reference therein.

“Prospectus Supplement”

means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities

Act, including the documents incorporated by reference therein.

“Reference Period”

shall have the meaning assigned to such term in Section 5.6(ii).

“Reference Price”

shall have the meaning assigned to such term in Section 5.6(ii).

“Registrable Securities”

shall have the meaning assigned to such term in the Registration Rights Agreement.

“Registration

Rights Agreement” shall have the meaning assigned to such term in the recitals hereof.

“Regulation D”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Restricted Period”

shall have the meaning assigned to such term in Section 5.9(i).

“Restricted Person”

shall have the meaning assigned to such term in Section 5.9(i).

“Restricted Persons”

shall have the meaning assigned to such term in Section 5.9(i).

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the same effect.

“Sale Price”

means any trade price for a share of Common Stock executed on the Trading Market (or if the Common Stock is then traded on an Eligible

Market, on such Eligible Market) between 9:30 a.m., New York City time, or such other time publicly announced by the Trading Market or

such other Eligible Market, as the case may be, and ending at 4:00 p.m., New York City time, on the applicable Purchase Date, as reported

by Bloomberg.

“Sanctioned Countries”

shall have the meaning assigned to such term in Section 4.35.

“Sanctioned Country”

shall have the meaning assigned to such term in Section 4.35.

“Sanctioned Persons”

shall have the meaning assigned to such term in Section 4.35.

“Sanctions”

shall have the meaning assigned to such term in Section 4.35.

“Section 4(a)(2)”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Securities”

means the Shares.

“Securities Act”

shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Shares”

shall mean the shares of Common Stock that are and/or may be purchased by the Investor under this Agreement pursuant to one or more VWAP

Purchase Notices.

“Short Sales”

shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.

“Stock Plan”

shall have the meaning assigned to such term in Section 4.22.

“Subsidiary”

and “Subsidiaries” shall have the meanings assigned to such terms in Section 4.7.

“Total Purchase

Commitment” shall have the meaning assigned to such term in Section 1.1.

“Trading Day”

shall mean any day on which the Trading Market or, if the Common Stock is then listed on an Eligible Market, such Eligible Market is open

for trading, including any day on which the Trading Market (or such Eligible Market, as applicable) is open for trading for a period of

time less than the customary time.

“Trading Market”

means the Nasdaq Capital Market (or any nationally recognized successor thereto).

“Transaction Documents”

means, collectively, this Agreement (as qualified by the Disclosure Schedule) and the exhibits hereto, the Registration Rights Agreement,

and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection

with the transactions contemplated hereby and thereby.

“Transfer Agent”

means Equiniti Trust Company, LLC, or such other Person who is then serving as the transfer agent for the Company in respect of the Common

Stock.

“Variable Rate

Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible

into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either

(A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or

quotations for the Common Stock at any time after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise

or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon

the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common

Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not

including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar

transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents,

either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or

upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for

the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split

or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or other similar

provision or mechanism (including, without limitation, a “Black-Scholes” put or call right, other than in connection with

a “fundamental transaction”) that provides for the issuance of additional equity securities of the Company or the payment

of cash by the Company, or (iii) enters into any agreement with any Person other than the Investor or an Affiliate of the Investor, including,

but not limited to, an “equity line of credit” or “at the market offering” or other continuous offering or similar

offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future

determined price.

“Voting Stock”

means securities of any class or kind having the power to vote generally for the election of directors, managers or other voting members

of the governing body of the Company or any successor thereto.

“VWAP”

means, for the Common Stock for a specified period, the dollar volume-weighted average price for the Common Stock on the Trading Market

(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market), for such period, as reported by Bloomberg through

its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,

recapitalization or other similar transaction during such period.

“VWAP Purchase”

shall have the meaning assigned to such term in Section 2.2.

“VWAP Purchase

Commencement Time” means, with respect to a VWAP Purchase made pursuant to Section 2.2, 9:30 a.m., New York City time,

on the applicable VWAP Purchase Date, or such other time publicly announced by the Trading Market (or, if the Common Stock is then listed

on an Eligible Market, by such Eligible Market) as the official open (or commencement) of trading on the Trading Market (or such Eligible

Market, as applicable) on such applicable VWAP Purchase Date.

“VWAP Purchase

Confirmation” shall have the meaning assigned to such term in Section 2.2 and shall be in the form attached hereto as Annex

2.2B.

“VWAP Purchase

Date” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the Trading Day on which the Investor receives,

after 6:00 a.m. (New York City time) but prior to 9:00 a.m. (New York City time) on such VWAP Purchase Date, a valid VWAP Purchase Notice

for such VWAP Purchase in accordance with this Agreement.

“VWAP Purchase

Maximum Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.2, a number of shares of Common Stock

equal to 33% of the trading volume in the Company’s Common Stock on the NCM during the applicable VWAP Purchase Period on the applicable

VWAP Purchase Date.

“VWAP Purchase

Notice” means, with respect to a VWAP Purchase made pursuant to Section 2.2, an irrevocable written notice delivered by

the Company to the Investor directing the Investor to purchase a VWAP Purchase Share Amount (such specified VWAP Purchase Share Amount

subject to adjustment as set forth in Section 3.2 as necessary to give effect to the VWAP Purchase Maximum Amount), at the applicable

VWAP Purchase Price therefor on the applicable VWAP Purchase Date for such VWAP Purchase in accordance with this Agreement.

“VWAP Purchase

Period” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the period on the applicable VWAP Purchase

Date for such VWAP Purchase beginning at the applicable VWAP Purchase Commencement Time and ending at the applicable VWAP Purchase Termination

Time.

“VWAP Purchase

Price” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the purchase price per Share to be purchased

by the Investor in such VWAP Purchase equal to the lesser of ninety-five percent (95%) of (i) the lowest sale price of the Common Stock

on the applicable VWAP Purchase Date and (ii) the VWAP during the applicable VWAP Purchase Period.

“VWAP Purchase

Share Amount” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the number of Shares to be purchased

by the Investor in such VWAP Purchase as specified by the Company in the applicable VWAP Purchase Notice, which number of Shares shall

not exceed the applicable VWAP Purchase Maximum Amount.

“VWAP Purchase

Share Percentage” means, with respect to a VWAP Purchase made pursuant to Section 2.2, thirty percent (30%).

“VWAP Purchase

Share Volume Maximum” means, with respect to a VWAP Purchase made pursuant to Section 2.2, a number of shares of Common

Stock equal to (i) the number of Shares specified by the Company in the applicable VWAP Purchase Notice as the VWAP Purchase Share Amount

to be purchased by the Investor in such VWAP Purchase, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted

for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

“VWAP Purchase

Termination Time” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the earliest of (i) 2:00 p.m., New

York City time, on the applicable VWAP Purchase Date, or such other time publicly announced by the Trading Market (or, if the Common

Stock is then listed on an Eligible Market, by such Eligible Market) as the official close of trading on the Trading Market on such applicable

VWAP Purchase Date, (ii) such time, from and after the VWAP Purchase Commencement Time for such VWAP Purchase, that the trading volume

of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible

Market) has exceeded the applicable VWAP Purchase Share Volume Maximum and (iii) such time, from and after the VWAP Purchase Commencement

Time for such VWAP Purchase, that any sale price of the Common Stock traded on the Trading Market (or, if the Common Stock is then listed

on an Eligible Market, on such Eligible Market) has fallen below the applicable Floor Price for such applicable VWAP Purchase.

EXHIBIT A TO THE

COMMON STOCK PURCHASE AGREEMENT

REGISTRATION RIGHTS AGREEMENT

[TO BE FURNISHED SEPARATELY]

EXHIBIT B TO THE

COMMON STOCK PURCHASE AGREEMENT

CERTiFICATE OF THE COMPANY

CLOSING CERTIFICATE

__, 2026

The undersigned, the

[●] of Onconetix, Inc., a Delaware corporation (the “Company”), delivers this certificate in

connection with the Common Stock Purchase Agreement, dated as of July 28, 2026 (the “Agreement”), by and

between the Company and [__________] a [__________] (the “Investor”), and hereby certifies on the date

hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

1. Attached

hereto as Exhibit A is a true, complete and correct copy of the Certificate of Incorporation of the Company, as amended through

the date hereof, as filed with the State of Delaware. The Certificate of Incorporation of the Company has not been further amended or

restated, and no document with respect to any amendment to the Certificate of Incorporation of the Company has been filed in the State

of Delaware since the date shown on the face of the state certification relating to the Company’s Certificate of Incorporation,

which is in full force and effect on the date hereof, and no action has been taken by the Company in contemplation of any such amendment

or the dissolution, merger or consolidation of the Company.

2. Attached

hereto as Exhibit B is a true and complete copy of the Bylaws of the Company, as amended and restated through, and as in full force

and effect on, the date hereof, and no proposal for any amendment, repeal or other modification to the Bylaws of the Company has been

taken or is currently pending before the Board of Directors or stockholders of the Company.

3. The

Board of Directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been

amended, rescinded or modified and remains in full force and effect as of the date hereof. Attached hereto as Exhibit C are true,

correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company via unanimous written consent on

[●], 2026.

4. Each

person who, as an officer of the Company, or as attorney-in-fact of an officer of the Company, signed the Transaction Documents to which

the Company is a party, was duly elected, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact,

and the signature of each such person appearing on any such document is his genuine signature.

IN WITNESS WHEREOF,

I have signed my name as of the date first above written.

Name:

Title:

EXHIBIT C TO THE

COMMON STOCK PURCHASE AGREEMENT

COMPLIANCE CERTIFICATE

The undersigned, the [●]

of Onconetix, Inc., a Delaware corporation (the “Company”), delivers this certificate in connection with the

Common Stock Purchase Agreement, dated as of July 28, 2026 (the “Agreement”), by and between the Company and

[__________] a [__________] (the “Investor”), and hereby certifies on the date hereof

that, to the best of his knowledge after reasonable investigation, on behalf of the Company (capitalized terms used herein without definition

have the meanings assigned to them in the Agreement):

1. The

undersigned is the duly appointed [●] of the Company.

2. Except

as set forth in the attached Disclosure Schedule, the representations and warranties of the Company set forth in Article IV of the Agreement

(i) that are not qualified by “materiality” or “Material Adverse Effect” are true and correct in all material

respects as of [the Commencement Date] [the date hereof] with the same force and effect as if made on [the Commencement Date] [the date

hereof], except to the extent such representations and warranties are as of another date, in which case, such representations and warranties

are true and correct in all material respects as of such other date and (ii) that are qualified by “materiality” or “Material

Adverse Effect” are true and correct as of [the Commencement Date] [the date hereof] with the same force and effect as if made on

[the Commencement Date] [the date hereof], except to the extent such representations and warranties are as of another date, in which case,

such representations and warranties are true and correct as of such other date.

3. Each

of the Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by

the Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company, respectively, [at or prior

to Commencement][on or prior to the date hereof].

4. The

Shares issuable in respect of each VWAP Purchase Notice effected pursuant to the Agreement shall be delivered to the Investor electronically

as DWAC Shares, and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions

maintained against such Shares.

5. As

of [the Commencement Date][the date hereof], the Company does not possess any material non-public information.

6. As

of [the Commencement Date][the date hereof], the Company has reserved out of its authorized and unissued Common Stock, [●] shares

of Common Stock solely for the purpose of effecting VWAP Purchases under the Agreement.

7. No

stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act has been issued

and no proceedings for such purpose or pursuant to Section 8A of the Securities Act are pending before or, to the Knowledge of the Company,

threatened by the Commission.

The undersigned has executed

this Certificate this [●] day of [●], 2026.

By:

Name:

Title:

EXHIBIT D

CERTIFICATE OF DESIGNATION FOR THE COMMITMENT SHARES

DISCLOSURE SCHEDULEs

RELATING TO THE COMMON STOCK

PURCHASE AGREEMENT, DATED AS OF JULY 28, 2026

BY AND AMONG ONCONETIX, INC. AND [______________]

This disclosure schedules

are made and given pursuant to Article IV of the Common Stock Purchase Agreement, dated as of July 28, 2026 (the “Agreement”),

by and between Onconetix, Inc., a Delaware corporation (the “Company”), and [__________] a [__________] (the “Investor”). Unless the context otherwise requires, all capitalized terms are used herein

as defined in the Agreement. The numbers below correspond to the section numbers of representations and warranties in the Agreement most

directly modified by the below exceptions.

ANNEX 2.2 TO THE COMMON STOCK PURCHASE AGREEMENT

FORM OF VWAP PURCHASE NOTICE

To: ______________________________

E-mail: ______________

Reference is

made to the Common Stock Purchase Agreement dated as of July 28, 2026, (the “Purchase Agreement”) between Onconetix,

Inc., a Delaware corporation (the “Company”), and [__________] a [__________]. Capitalized

terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement.

In accordance

with and pursuant to Section 2.2 of the Purchase Agreement, the Company hereby issues this VWAP Purchase Notice to exercise a VWAP Purchase

for the VWAP Purchase Share Amount indicated below.

VWAP Purchase Share Amount (number of Shares):

VWAP Purchase Exercise Date: VWAP Purchase Date:

VWAP Purchase Share Delivery Date:

VWAP Purchase Settlement Date:

Dollar Amount of Common Stock Currently Available under the Aggregate Limit:

Dated:

Onconetix, Inc.

By:

Name:

Title:

Address:

Email:

AGREED AND ACCEPTED:

[____________]

By:

Name:

Title:

ANNEX 2.2B TO THE COMMON

STOCK PURCHASE AGREEMENT FORM OF VWAP PURCHASE CONFIRMATION

To: ______________________________

E-mail: ______________

Reference is made to the Common Stock Purchase Agreement dated as of

July 28, 2026, (the “Purchase Agreement”) between Onconetix, Inc., a Delaware corporation (the “Company”),

and [__________] a [__________]. Capitalized terms used and not otherwise defined herein shall have the meanings

given such terms in the Purchase Agreement.

In accordance with and pursuant to Section 2.2 of the Purchase Agreement,

the Investor hereby issues this VWAP Purchase Confirmation for the VWAP Purchase Share Amount indicated below.

VWAP Purchase Share

Amount (number of Shares):

VWAP Purchase Exercise Date:

VWAP

Purchase Date:

VWAP

Purchase Commencement Time:

VWAP

Purchase Termination Time:

VWAP during the VWAP Purchase

Period:

Closing

Sale Price on the VWAP Purchase Date:

VWAP Purchase Price (per Share)

(95% of lower of two line items immediately above):

Total Aggregate VWAP Purchase

Price: VWAP Purchase Share Delivery Date: VWAP Purchase Settlement Date:

Dated:

[__________________]

By:

Name:

Title:

Address:

Email:

AGREED AND ACCEPTED:

Onconetix, Inc.

By:

Name:

Title:

EX-10.4 — FORM OF ELOC REGISTRATION RIGHTS AGREEMENT DATED JULY 28, 2026

EX-10.4

Filename: ea029951001ex10-4.htm · Sequence: 6

Exhibit 10.4

REGISTRATION

RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),

dated as of July 28, 2026, is by and between [__________] a [__________] (the “Investor”),

and Onconetix, Inc., a Delaware corporation (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Common

Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company

may issue to the Investor, from time to time, up to the lesser of (a) $750,000,000 and (b) 19.99% of the Company’s outstanding common

stock, par value $0.00001 per share (the “Common Stock”) as of the date of this Agreement, unless shareholder

approval is obtained to issue more than such 19.99%.

B. Pursuant

to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and

deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable

Securities (as defined herein) as set forth herein.

AGREEMENT

NOW, THEREFORE, in

consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the

Company and the Investor hereby agree as follows:

1. Definitions.

Capitalized terms used herein

and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the

following terms shall have the following meanings:

(a) “Agreement”

shall have the meaning assigned to such term in the preamble of this Agreement

(b) “Allowable Grace Period” shall have the meaning

assigned to such term in Section 3(n).

Sky Filing” shall have the meaning assigned to such term in Section 6(a).

(d) “Business

Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized

or required by law to remain closed.

(e) “Claims”

shall have the meaning assigned to such term in Section 6(a).

(f) “Commission” means the U.S. Securities and

Exchange Commission or any successor entity.

(g) “Common

Stock” shall have the meaning assigned to such term in the recitals to this Agreement.

(h) “Company”

shall have the meaning assigned to such term in the preamble of this Agreement.

(i) “Effective

Date” means the date that the applicable Registration Statement has been declared effective by the Commission.

(j) “Effectiveness

Deadline” means (i) with respect to any Registration Statement that may be required

to be filed by the Company pursuant to this Agreement, the earlier of (A) the thirtieth (30th) calendar day (or the sixtieth

(60th) calendar day if subject to a full review by the Commission) after the date hereof, and (B) the third (3rd)

Business Day following the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration

Statement will not be reviewed.

(k) “Filing

Deadline” means (i) with respect to the initial Registration Statement required

to be filed pursuant to Section 2(c), the earlier of (1) the one hundred and twentieth (120th) calendar day after the date

hereof and (2) the thirtieth (30th) calendar day after the date the Commission declares effective any Registration Statement

on Form S-4 filed by the Company following the date hereof, and (ii) with respect to any New Registration Statements that may be required

to be filed by the Company pursuant to this Agreement,), the tenth (10th) Business Day following the sale of substantially

all of the Registrable Securities covered by, as applicable, the Initial Registration Statement or the most recent prior New Registration

Statement.

(l) “Indemnified

Damages” shall have the meaning assigned to such term in Section 6(a).

(m)

“Investor” shall have the meaning assigned to such term in the preamble of this Agreement.

(n) “Investor

Party” and “Investor Parties” shall have the meaning assigned to such terms in Section 6(a).

(o) “Legal

Counsel” shall have the meaning assigned to such term in Section 2(b).

(p) “New

Registration Statement” shall have the meaning assigned to such term in Section 2(a).

(q)

“Person” means any person or entity, whether a natural person, trustee, corporation, partnership,

limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture,

governmental agency or authority.

(r) “Prospectus”

means the prospectus in the form included in the Registration Statement, as supplemented from time to time by any Prospectus Supplement,

including the documents incorporated by reference therein.

(s) “Prospectus

Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule

424(b) under the Securities Act, including the documents incorporated by reference therein.

(t) “Purchase

Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

(u) “register,”

“registered,” and “registration” refer to a registration effected by preparing and

filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness

of such Registration Statement(s) by the Commission.

(v) “Registrable

Securities” means all of (i) the Shares and (ii) any securities of the Company

issued or issuable with respect to such Shares or Conversion Shares, including, without limitation, (1) as a result of any stock split,

stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the

Common Stock are converted or exchanged and shares of a successor entity into which the Common Stock are converted or exchanged, in each

case until such time as such securities cease to be Registrable Securities pursuant to Section 2(f).

(w) “Registration

Period” shall have the meaning assigned to such term in Section 3(a).

(x) “Registration

Statement” means any registration statement on Form S-1 (or any successor form) required to be filed by the Company under

the Securities Act that registers the Registrable Securities, as such registration statement or registration statements may be amended

and supplemented from time to time, including all documents filed as part thereof or incorporated by reference therein.

(y) “Rule

144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time,

or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of

the Company to the public without registration.

(z) “Rule

415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time,

or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.

(aa) “SEC

Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments,

requirements or requests of the Commission staff and (ii) the Securities Act.

(bb) “Staff”

shall have the meaning assigned to such term in Section 2(e).

(cc) “Violations”

shall have the meaning assigned to such term in Section 6(a).

2. Registration.

(a) Mandatory

Registration. The Company shall prepare and, as soon as practicable, but in no event

later than the Filing Deadline, file with the Commission a Registration Statement covering (i) all of the Conversion Shares and (ii) the

maximum number of additional Registrable Securities as shall be permitted to be included thereon in accordance with applicable Commission

rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under

the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”).

The Prospectus included in the Initial Registration Statement shall contain the “Selling Shareholder” and “Plan of Distribution”

sections in substantially the form attached hereto as Exhibit B.

(b) Legal

Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely

on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Pryor Cashman LLP,

or such other counsel as thereafter designated by the Investor. Except as provided under Section 9.1(i) of the Purchase Agreement, the

Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal Counsel incurred in connection

with each registration contemplated hereby.

Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed

pursuant to Section 2(a) as a result of Section 2(e) or otherwise, and if the Company desires to sell additional Shares to the Investor

under the Agreement, the Company shall then use its best efforts to file with the Commission one or more additional Registration Statements

on Form S-1 (or any successor form) so as to cover all of the Registrable Securities not covered by such Initial Registration Statement

(each, a “New Registration Statement”), in each case, as soon as practicable (taking into account any position

of the staff of the Commission (“Staff”) with respect to the date on which the Staff will permit such additional

New Registration Statement(s) to be filed with the Commission and the rules and regulations of the Commission). The Company shall use

its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as practicable following

the filing thereof with the Commission, but in no event later than the applicable Effectiveness Deadline for such New Registration Statement.

(d) No

Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration

Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing such Registration

Statement with the Commission.

(e) Offering.

If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement

as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales

by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the

filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission

to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable

Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable

Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become

effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions

referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective

and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed

prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but

in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act.

In the event of any reduction in Registrable Securities pursuant to this paragraph, if the Company desires to sell any Shares to the Investor

that are not covered by an Initial Registration Statement or New Registration Statement, the Company shall then use its commercially reasonable

efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable

Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are

available for use by the Investor.

(f) Any

Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration

Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has

been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company

or one of its subsidiaries; and (iii) the date that is the later of (A) the first (1st) anniversary of the date of termination

of the Purchase Agreement in accordance with Article VII of the Purchase Agreement and (B) the first (1st) anniversary of the

date of the last sale of any Registrable Securities to the Investor pursuant to the Purchase Agreement.

3. Related Obligations.

The Company shall use its

commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms of this Agreement

and the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following

obligations:

(a) The

Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof and, as

required, one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in no

event later than the applicable Filing Deadline therefor, and the Company use its commercially reasonable efforts to cause each such Registration

Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadline

therefor. Subject to Allowable Grace Periods (as defined below), the Company shall keep each Registration Statement effective (and the

Prospectus contained therein available for use) pursuant to Rule 415 for issuances and sales of the Registrable Securities by the Company

to the Investor and for resales by the Investor on a continuous basis at then-prevailing market prices (and not fixed prices) at all times

until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by such Registration

Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable

Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the

Purchase Agreement) (the “Registration Period”). Notwithstanding anything to the contrary contained in this

Agreement (but subject to the provisions of Section 3(o) hereof), the Company shall ensure that, when filed and at all times while effective,

each Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus (including, without

limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement

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

case of Prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall submit to the Commission,

as soon as reasonably practicable after the date that the Company learns that no review of a particular Registration Statement will be

made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be), a request for

acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably practicable in accordance with Rule

461 under the Securities Act.

(b) Subject to Section 3(c) of this Agreement, the Company shall use its

commercially reasonable efforts to prepare and file with the Commission such amendments (including, without limitation, post-effective

amendments) and supplements to each Registration Statement and the Prospectus used in connection with each such Registration Statement,

which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration

Statement effective (and the Prospectus contained therein current and available for use) at all times during the Registration Period for

such Registration Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition

of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable

Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor. Without limiting the generality

of the foregoing, the Company covenants and agrees that (i) at or before 5:30 p.m. (New York City time) on the second (2nd)

Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any

post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act

the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective amendment thereto),

and (ii) if the transactions contemplated by any VWAP Purchase are material to the Company (individually or collectively with all other

prior VWAP Purchases, the consummation of which have not previously been reported in any Prospectus filed with the Commission under Rule

424(b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange

Act), or if otherwise required under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably

determined by the Company and the Investor, then, within the time period prescribed under Rule 424(b) under the Securities Act, the Company

shall file with the Commission a Prospectus pursuant to Rule 424(b) under the Securities Act with respect to the applicable VWAP Purchase(s),

disclosing the total number of Shares that are to be (and, if applicable, have been) issued and sold to the Investor pursuant to such

purchase(s), the total purchase price for the Shares subject to such purchase(s), the applicable purchases price(s) for such Shares and

the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent not

previously disclosed in the Prospectus, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on

Form 10-K the information described in the immediately preceding sentence relating to all purchase(s) consummated during the relevant

fiscal quarter and shall file such Quarterly Reports and Annual Reports with the Commission within the applicable time period prescribed

for such report under the Exchange Act. In the case of amendments and supplements to any Registration Statement or Prospectus related

thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason

of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company shall file

such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act

report is filed which created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the

purpose of including such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus (including,

without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of the Securities

Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the

Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including,

without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required

by the Securities Act to be delivered in connection with resales of Registrable Securities.

Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two (2) Business

Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including, without

limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports

on Form 8-K, and any similar or successor reports the contents of which is limited to that set forth in such reports) within a reasonable

number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments of the Investor and Legal Counsel

on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly

furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company

or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public

information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one

(1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial

statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon

the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and

all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document (other than the Prospectus,

which may be provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR).

(d) Without

limiting any obligation of the Company under the Purchase Agreement, if requested by an Investor, the Company shall promptly furnish to

such Investor, without charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each

Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules,

all documents incorporated therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each

Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements

thereto (or such other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including,

without limitation, copies of any final Prospectus, as the Investor may reasonably request from time to time in order to facilitate the

disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required to furnish any document

(other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document is available on EDGAR).

(e) The

Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification

applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities or “Blue

Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including,

without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain

the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such

registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary

or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall

not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not

otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file

a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and the Investor of

the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable

Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual

notice of the initiation or threatening of any proceeding for such purpose.

(f) The

Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after

becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an

untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain

any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(c), promptly prepare

a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission

and, if requested by such Legal Counsel or Investor, deliver one (1) electronic copy of such supplement or amendment to Legal Counsel

and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also promptly

notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been

filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be

delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and when

the Company receives written notice from the Commission that a Registration Statement or any post-effective amendment will be reviewed

by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus

or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement

would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state governmental authority for

any additional information relating to the Registration Statement or any amendment or supplement thereto or any related Prospectus. The

Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase Agreement.

(g) The

Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness

of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an

exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is

issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor

of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.

(h) The

Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i)

disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is

necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such

Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other

final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally

available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees

that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body

of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s

expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i) The

Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable

Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations

as the Investor may reasonably request from time to time and registered in such names as the Investor may request. Investor hereby agrees

that it shall cooperate with the Company, its counsel and Transfer Agent in connection with any issuances of DWAC Shares, and hereby represents,

warrants and covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such

DWAC Shares are included, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and

in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation,

any applicable prospectus delivery requirements of the Securities Act. DWAC Shares shall be free from all restrictive legends and may

be transmitted by the transfer agent to the Investor by crediting an account at DTC as directed in writing by the Investor.

(j) Upon

the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor and

subject to Section 3(n) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as the Investor

reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,

information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any

other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such Prospectus

Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement or post-effective

amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested

by the Investor.

(k) The

Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered

with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable

Securities.

(l) The

Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission

in connection with any registration hereunder.

(m) Within

one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission, the

Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities

(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in a form to

be provided by counsel to the Company and reasonably acceptable to the Investor.

(n) Notwithstanding anything to the contrary contained herein (but subject

to the last sentence of this Section 3(n)), at any time after the Effective Date of a particular Registration Statement, the Company may,

upon written notice to Investor, suspend Investor’s use of any prospectus that is a part of any Registration Statement (in which

event the Investor shall discontinue sales of the Registrable Securities pursuant to such Registration Statement contemplated by this

Agreement, but may, in its sole discretion, settle any previously made sales of Registrable Securities) if the Company (x) is pursuing

an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company determines in good faith

that (A) the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required

disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Company

unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause

any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement any Registration Statement contemplated

by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure

of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company (each, an “Allowable

Grace Period”); provided, however, that in no event shall the Investor be suspended from selling Registrable Securities

pursuant to any Registration Statement for a period that exceeds twenty (20) consecutive Trading Days or an aggregate of sixty (60) days

in any 365-day period; and provided, further, the Company shall not effect any such suspension during (A) the first 10 consecutive

Trading Days after the Effective Date of the particular Registration Statement or (B) the five-Trading Day period following each settlement

date for a VWAP Purchase. Upon disclosure of such information or the termination of the condition described above, the Company shall provide

prompt notice, but in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate

any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable

Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information

giving rise thereto unless such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained

in this Section 3(n), if the Company is obligated in accordance with the terms of the Purchase Agreement to deliver DWAC Shares to a transferee

of the Investor in connection with any resale of Registrable Securities with respect to which the Investor has entered into a contract

for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, in

each case prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled,

the Company shall deliver DWAC Shares to such transferee in accordance with the terms of the Purchase Agreement.

(o) If at any time following

the date of this Agreement that any Conversion Shares (as defined in the Commitment Note) remain outstanding and are not freely tradable

under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Conversion Shares and (B) the Company

proposes for any reason to register any shares of Common Stock under the Securities Act (other than pursuant to a registration statement

on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account

or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Investor of its intention

to do so (but in no event less than ten (10) Trading Days before the anticipated filing date) and, to the extent permitted under the provisions

of Rule 415 under the Securities Act and SEC Guidance, include in such registration all Conversion Shares with respect to which the Company

has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice. Such notice shall

offer the holders of the Conversion Shares the opportunity to register such number of Conversion Shares as each such holder may request

and shall indicate the intended method of distribution of such Conversion Shares.

4. Obligations of the Investor.

(a) At

least two (2) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which

the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with respect

to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant

to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall promptly furnish to the Company such

information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities

held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities,

and shall promptly execute such documents in connection with such registration as the Company may reasonably request.

(b) The

Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of

each Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude

all of the Investor’s Registrable Securities from such Registration Statement.

Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(l)

or the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration

Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended Prospectus

contemplated by Section 3(l) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding

anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the

Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to

which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening

of any event of the kind described in Section 3(l) or the first sentence of Section 3(f) and for which the Investor has not yet settled.

(d) The Investor covenants

and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection

with sales of Registrable Securities pursuant to a Registration Statement.

5. Expenses of Registration.

Except as provided in the

Purchase Agreement, all reasonable expenses incurred in connection with registrations, filings or qualifications pursuant to Sections

2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and

disbursements of counsel for the Company, shall be paid by the Company, except that sales or brokerage commissions and fees and disbursements

of counsel for, and other expenses of, the Investor shall be paid by the Investor.

6. Indemnification.

(a) In

the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted

by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,

members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor within

the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, partners, employees,

agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

the lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and collectively,

the “Investor Parties”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments,

fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees, costs of defense and investigation),

amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating,

preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any

court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not

an Investor Party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject

insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto

or in any filing made in connection with the qualification of the offering under the securities or other “Blue Sky” laws of

any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged

omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any

untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented) or in any Prospectus

Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light

of the circumstances under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being,

collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly

as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection

with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement

contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs

in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for such Investor Party

expressly for use in connection with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment

thereof or supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C attached

hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration

Statement, Prospectus or Prospectus Supplement); (ii) shall not be available to the Investor to the extent such Claim is based on a failure

of the Investor to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the

extent applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected

Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt

of the corrected Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any

Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld

or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor

Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

(b) In

connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify,

hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,

each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the

Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or Indemnified Damages to which

any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages

arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance

upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in

connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged

and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to the

Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and, subject

to Section 6(c) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other expenses

reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however,

the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not

apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which

consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be liable under this Section

6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable

sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain

in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the transfer of

any of the Registrable Securities by the Investor pursuant to Section 9.

after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any action

or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or Company

Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver

to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate

in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control

of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the

case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain

its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed

in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and

to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim; or (iii) the

named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party or Company Party

(as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be) shall have been advised

by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor Party or such Company Party

and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may be) notifies the indemnifying

party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall

not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying

party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable

fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as the case may be). The Company

Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation

or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably

available to the Company Party or Investor Party (as the case may be) which relates to such action or Claim. The indemnifying party shall

keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as to the status of the defense or any

settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding

effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay

or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or Investor Party (as the

case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional

term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party (as the case may be) of a release from all

liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Company

Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification

as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Company Party or Investor Party (as the case

may be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure

to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve

such indemnifying party of any liability to the Investor Party or Company Party (as the case may be) under this Section 6, except to the

extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.

(d) No

Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable

Securities who is not guilty of fraudulent misrepresentation.

(e) The

indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment

pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a court

of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

(f) The

indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company

Party or Investor Party against the indemnifying party or others, including any rights under the Purchase Agreement, and (ii) any liabilities

the indemnifying party may be subject to pursuant to the law.

7. Contribution.

To the extent any indemnification

by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect

to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:

(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards

set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution

from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution

by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable

sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor

shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received

by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the

Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged

untrue statement or omission or alleged omission.

8. Reports Under the Exchange Act.

With a view to making available

to the Investor the benefits of Rule 144, the Company agrees to:

(a) so

long as the Investor owns Registrable Securities, use its reasonable best efforts to make and keep public information available, as those

terms are understood and defined in Rule 144;

(b) so

long as the Investor owns Registrable Securities, use its reasonable best efforts to file with the Commission in a timely manner all reports

and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such

requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement)

and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if

true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, if applicable (ii)

a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with

the Commission if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to

permit the Investor to sell such securities pursuant to Rule 144 without registration; and

(d) take

such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to

Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the

Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor

and Investor’s broker to effect such sale of securities pursuant to Rule 144.

9. Assignment of Registration Rights.

The Company shall not assign

this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however, that any transaction,

whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity

immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights under this Agreement without

the prior written consent of the Company, other than to an affiliate of the Investor controlled by Marissa Welner, in which case the assignee

must agree in writing to be bound by the terms and conditions of this Agreement.

10. Amendment or Waiver.

No provision of this Agreement

may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the filing of the New

Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended

other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party

against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise,

or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11. Miscellaneous.

(a) Solely

for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to

own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons

with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from

such record owner of such Registrable Securities.

(b) Any

notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given

in accordance with Section 9.4 of the Purchase Agreement.

of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,

shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur in the event

that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It

is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions

of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic

loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled

by law or equity.

(d) All

questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws

of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New

York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each

party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan,

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,

and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject

to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such

suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being

served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this

Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein

shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall

be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of

the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other

jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION

OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e) The Transaction Documents set forth the entire agreement and understanding

of the parties solely with respect to the subject matter thereof and supersedes all prior and contemporaneous agreements, negotiations

and understandings between the parties, both oral and written, solely with respect to such matters. There are no promises, undertakings,

representations or warranties by either party relative to subject matter hereof not expressly set forth in the Transaction Documents.

Notwithstanding anything in this Agreement to the contrary and without implication that the contrary would otherwise be true, nothing

contained in this Agreement shall limit, modify or affect in any manner whatsoever (i) the conditions precedent to a VWAP Purchase contained

in the Purchase Agreement or (ii) any party’s obligations under the Purchase Agreement.

(f) This

Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not

for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors

and the Persons referred to in Sections 6 and 7 hereof.

(g) The

headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the

context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural

forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(h) This

Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall

become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature

or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.

federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding

upon the signatory thereto with the same force and effect as if the signature were an original signature.

(i) Each

party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such

other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and

accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j) The

language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of

strict construction will be applied against any party.

[Signature Pages Follow]

IN WITNESS WHEREOF,

Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the

date first written above.

COMPANY:

ONCONETIX, INC.

By:

Name:

Title:

IN WITNESS WHEREOF,

Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the

date first written above.

INVESTOR:

[_____________]

By:

Name:

Title:

EXHIBIT A

FORM

OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

[●]

Re: Onconetix, Inc.

Ladies and Gentlemen:

We are counsel to Onconetix, Inc., a Delaware corporation (the “Company”),

and have represented the Company in connection with that certain Common Stock Purchase Agreement, dated July 28, 2026 (the “Purchase

Agreement”), entered into by and among the Company and the Investor named therein (the “Holder”)

pursuant to which the Company will issue to the Holder from time to time the Company’s common stock (the “Common

Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated July

28, 2026, with the Holder (the “Registration Rights Agreement”), pursuant to which the Company agreed, among

other things, to register the offer and sale by the Holder of the Registrable Securities (as defined in the Registration Rights Agreement)

under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s

obligations under the Registration Rights Agreement, on July 28, 2026, the Company filed a Registration Statement on Form S-1 (File No.

333-[●]) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”)

relating to the Registrable Securities which names the Holder as an underwriter and a selling shareholder thereunder.

In connection with the foregoing, based solely on our review of the

Commission’s EDGAR website, we advise you that the Registration Statement became effective under the Securities Act on [●],

2026. In addition, based solely on our review of the information made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml,

we confirm that the Commission has not issued any stop order suspending the effectiveness of the Registration Statement. To our knowledge,

based solely on our participation in the conferences mentioned above regarding the Registration Statement and our review of the information

made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml, no proceedings for that purpose are pending or have

been instituted or threatened by the Commission.

This letter shall serve as

our standing opinion to you that the Common Stock is freely transferable by the Holder pursuant to the Registration Statement, provided

the Registration Statement remains effective.

This opinion letter is limited

to the federal securities laws of the United States of America. We express no opinion as to matters relating to state securities laws

or Blue Sky laws.

We assume no obligation to

update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention with respect

to the opinion and statements expressed above, including any changes in applicable law that may hereafter occur.

This opinion letter is being

delivered solely for the benefit of the person to whom it is addressed; accordingly, it may not be quoted, filed with any governmental

authority or other regulatory agency or otherwise circulated or utilized for any purposes without our prior written consent.

Very truly yours,

[_________________________]

By:_____________________

EXHIBIT B

SELLING

STOCKHOLDER

This prospectus relates to the possible resale from time to time by

[__________] of any or all of the shares of common stock that may be issued by us to [__________] under the Purchase Agreement. For additional

information regarding the issuance of common stock covered by this prospectus, see the section titled “[__________] Committed Equity

Financing” above. We are registering the shares of common stock pursuant to the provisions of the Registration Rights Agreement

we entered into with [__________] on July 28, 2026 in order to permit the selling stockholder to offer the shares for resale from time

to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, [__________] has not

had any material relationship with us within the past three years. As used in this prospectus, the term “selling stockholder”

means [__________].

The table below presents information regarding the selling stockholder

and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information

supplied to us by the selling stockholder, and reflects holdings as of [●], 2026. The number of shares in the column “Maximum

Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the

selling stockholder may offer under this prospectus. The selling stockholder may sell some, all or none of its shares in this offering.

We do not know how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements

or understandings with the selling stockholder regarding the sale of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d)

promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the selling stockholder has voting

and investment power. The percentage of shares of common stock beneficially owned by the selling stockholder prior to the offering shown

in the table below is based on an aggregate of [●] shares of our common stock outstanding on [●], 2026. Because the purchase

price of the shares of common stock issuable under the Purchase Agreement is determined on the applicable VWAP Purchase Date, with respect

to a VWAP Purchase, the number of shares that may actually be sold by the Company to [__________] under the Purchase Agreement may be fewer

than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling

stockholder pursuant to this prospectus.

Name

of Selling Shareholder

Number

of Shares of

Common Stock Owned

Prior to Offering

Maximum

Number of Shares of Common Stock to be Offered Pursuant to this Prospectus

Number

of Shares of Common Stock Owned After Offering

Number(1)

Percent(2)

Number(3)

Percent(2)

[__________](4)

[_________]

[●]

* Represents beneficial ownership of less than [_]% of our outstanding

common stock.

(1)

(2)

(3)

(4)

PLAN

OF DISTRIBUTION

The common stock offered by this prospectus are being offered by the

selling shareholder, [__________]. The shares may be sold or distributed from time to time by the selling shareholder directly

to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the

time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale

of our common stock offered by this prospectus could be effected in one or more of the following methods:

● ordinary brokers’ transactions;

● transactions involving cross or block trades;

● through brokers, dealers, or underwriters who may act solely as agents;

● “at the market” into an existing market for our common stock;

● in other ways not involving market makers or established business markets, including direct sales to purchasers

or sales effected through agents;

● in privately negotiated transactions; or

● any combination of the foregoing.

In order to comply with the

securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition,

in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from

the state’s registration or qualification requirement is available and complied with.

[__________] is an “underwriter” within the meaning

of Section 2(a)(11) of the Securities Act.

[__________] has

informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our common stock that

it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices

and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be

an underwriter within the meaning of Section 2(a)(11) of the Securities Act. [____________] has informed us that each such

broker-dealer will receive commissions from [____________] that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution

of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the

purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling shareholder through this prospectus. The compensation

paid to any such particular broker-dealer by any such purchasers of our common stock sold by the selling shareholder may be less than

or in excess of customary commissions. Neither we nor the selling shareholder can presently estimate the amount of compensation

that any agent will receive from any purchasers of our common stock sold by the selling shareholder.

We know of no existing arrangements

between the selling shareholder or any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of

our common stock offered by this prospectus.

We may from time to time file

with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part

to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to

disclose certain information relating to a particular sale of shares offered by this prospectus by the selling shareholder, including

the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the selling shareholder,

any compensation paid by the selling shareholder to any such brokers, dealers, underwriters or agents, and any other required information.

We will pay the expenses incident to the registration under the Securities

Act of the offer and sale of our common stock covered by this prospectus by the selling shareholder. As consideration for its irrevocable

commitment to purchase our common stock under the Purchase Agreement, we have issued to [__________] ________ shares of common stock as

Conversion Shares in accordance with the Purchase Agreement. We have also paid to [__________] $40,000 in cash as reimbursement for the

reasonable, out-of-pocket expenses incurred by [__________], including the legal fees and disbursements of [__________] legal counsel,

in connection with its due diligence investigation of the Company and in connection with the preparation, negotiation and execution of

the Purchase Agreement.

We also have agreed to indemnify [__________] and certain other persons

against certain liabilities in connection with the offering of our common stock offered hereby, including liabilities arising under the

Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. [__________] has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished

to us by [__________] specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be

paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our

directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public

policy as expressed in the Securities Act and is therefore, unenforceable.

We estimate that the total

expenses for the offering will be approximately $[●].

[__________] has represented to us that at no time prior to the date

of the Purchase Agreement has [__________] or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever,

directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock

or any hedging transaction, which establishes a net short position with respect to our common stock. [__________] has agreed that

during the term of the Purchase Agreement, neither [__________], nor any of its agents, representatives or affiliates will enter into or

effect, directly or indirectly, any of the foregoing transactions.

We have advised the selling shareholder that it is required to comply

with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling shareholder, any affiliated

purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to

induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution

of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate

on the date that all of our common stock offered by this prospectus have been sold by the selling shareholder.

Our common stock is currently

listed on The Nasdaq Capital Market under the symbol “ONCO”.

EXHIBIT C

The business address of

[__________] is [__________]. [__________] principal business is that of a private investor. [__________] is the beneficial owner of

50% of the membership interests in [__________]. [__________] has sole voting control and investment discretion over

securities beneficially owned directly by [__________]. We have been advised that neither [__________] nor [__________] is a

member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated

person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by [__________] as to beneficial ownership of the securities beneficially owned directly by [__________].

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-Subsection b-2

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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