Form 8-K

8-K — CID Holdco, Inc.

Accession: 0001213900-26-045664

Filed: 2026-04-20

Period: 2026-04-17

CIK: 0002033770

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0286876-8k_cidhold.htm (Primary)

EX-4.1 — COMMON STOCK PURCHASE WARRANT, DATED APRIL 17, 2026, BY AND BETWEEN CID HOLDCO, INC. AND WHITE LION CAPITAL, LLC (ea028687601_ex4-1.htm)

EX-10.1 — COMMON STOCK PURCHASE AGREEMENT, DATED APRIL 17, 2026, BY AND BETWEEN CID HOLDCO, INC. AND WHITE LION CAPITAL, LLC (ea028687601_ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED APRIL 17, 2026, BY AND BETWEEN CID HOLDCO, INC. AND WHITE LION CAPITAL, LLC (ea028687601_ex10-2.htm)

EX-10.3 — NOTE PURCHASE AGREEMENT, DATED APRIL 17, 2026, BY AND BETWEEN CID HOLDCO, INC. AND WHITE LION CAPITAL, LLC (ea028687601_ex10-3.htm)

EX-10.4 — FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (ea028687601_ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0286876-8k_cidhold.htm · Sequence: 1

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0002033770

2026-04-17

0002033770

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2026-04-17

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2026-04-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 17, 2026

CID HoldCo, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-42711

99-2578850

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5661 S Cameron St, Suite 100,

Las Vegas, Nevada

89118

(Address of Principal Executive Offices)

(Zip Code)

(303)-332-4122

(Registrant’s telephone number, including

area code)

(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 of $0.0001 per share

DAIC

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

DAICW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§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.

On April 17, 2026 (the “Effective Date”), CID Holdco, Inc.

(the “Company”) entered into a series of financing agreements (collectively, the “Financing Transaction”) with

White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), consisting of, among other documents, (i) a

Common Stock Purchase Agreement (the “CSPA”), (ii) a Registration Rights Agreement (the “Registration Rights Agreement”),

(iii) a Note Purchase Agreement (the “Note Purchase Agreement”), (iv) a Senior Secured Convertible Promissory Note (the “Note”),

and (v) a Common Stock Purchase Warrant (the “Commitment Warrant” and, together with the CSPA, the Registration Rights Agreement,

the Note Purchase Agreement, and the Note, the “Transaction Documents”). The material terms of each Transaction Document are

summarized below.

Common Stock Purchase Agreement

The Company entered into the CSPA with the Investor, pursuant to which

the Company has the right, but not the obligation, to require the Investor to purchase, from time to time, up to $10,000,000 of the Company's

common stock, par value $0.0001 per share (the “Common Stock”), during the period commencing on the Effective Date and ending

on December 31, 2028 (the “Commitment Period”). The sales of Common Stock by the Company to the Investor will be made in reliance

upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule

506(b) of Regulation D promulgated thereunder.

Rapid Purchase Notices. At the Company's sole discretion, the

Company may direct the Investor to purchase a specified number of shares of Common Stock by delivering a rapid purchase notice (a “Rapid

Purchase Notice”). The purchase price per share (the “Rapid Purchase Price”) equals the average of the three lowest

traded prices of the Common Stock during the two-hour period immediately following delivery of the notice. Settlement occurs no later

than one business day following delivery of the Rapid Purchase Notice, with the Investor delivering to the Company an amount equal to

the number of shares purchased multiplied by the Rapid Purchase Price.

VWAP Purchase Notices. At the Company's sole discretion, the

Company may direct the Investor to purchase a specified number of shares of Common Stock by delivering a VWAP purchase notice (a “VWAP

Purchase Notice”). The purchase price per share equals 97% of the lowest daily volume-weighted average price (“VWAP”)

of the Common Stock during the three consecutive business days following the notice (the “VWAP Purchase Valuation Period”).

Settlement occurs no later than one business day following the VWAP Purchase Valuation Period. Each VWAP Purchase Notice is limited to

60% of the trailing five-day average daily trading volume, subject to waiver by the Investor.

Commitment Shares. As consideration for the Investor's execution

and delivery of, and agreement to perform under, the CSPA, the Company will issue to the Investor, within three business days following

the effectiveness of the registration statement described below, a number of shares of Common Stock (the “Commitment Shares”)

equal to a commitment fee amount of $120,000 divided by the closing price of the Common Stock on the trading day immediately preceding

the earlier of (i) the date on which the registration statement is declared effective by the U.S. Securities and Exchange Commission (the

“SEC”) and (ii) the date that is 180 calendar days following the Effective Date. The Commitment Shares are fully earned as

of the Effective Date.

Beneficial Ownership Limitation. The Investor may not acquire

shares that would cause its beneficial ownership to exceed 4.99% of the outstanding Common Stock, subject to increase to 9.99% upon mutual

written agreement of the Company and the Investor, effective not less than 61 days after such mutual written agreement.

Exchange Cap. Pursuant to the rules of the Nasdaq Capital Market

(the “Nasdaq”), the Company may not issue shares of Common Stock under the CSPA and the other Transaction Documents in excess

of 19.99% of the Company's outstanding shares of Common Stock as of the Effective Date (the “Exchange Cap”), unless the Company

obtains stockholder approval to issue shares in excess of the Exchange Cap (the “Stockholder Approval”).

Stockholder Approval. The Company has agreed to use commercially

reasonable efforts to hold a stockholder meeting as soon as reasonably practicable, but in no event later than May 15, 2026, for the purpose

of obtaining the Stockholder Approval; provided that the meeting may be adjourned one or more times for purposes of soliciting additional

votes for the Stockholder Approval for not more than thirty (30) calendar days. If the Stockholder Approval is not obtained by the first

required meeting date, the Company must hold additional stockholder meetings every 180 days thereafter until such approval is obtained,

for a period of 720 days.

Variable Rate Transaction Prohibition. From the Effective Date

until the end of the Commitment Period, the Company is prohibited from effecting or entering into an agreement to effect any variable

rate transaction without the Investor's prior written consent. Notwithstanding the foregoing, the Company is permitted to effect (a) a

secondary offering of shares of Common Stock or other equity securities of the Company, provided the aggregate amount of such offering

does not exceed $10,000,000, (b) a private placement of convertible preferred stock or other securities convertible or exercisable into

Common Stock at a fixed conversion or exercise price, provided that the aggregate amount of such offering does not exceed $10,000,000,

and/or (c) a transaction backed by a bona fide purchase order that qualifies for factoring by a traditional commercial factor at a factoring

rate of less than 3% per month and has a face value of no less than $5,000,000.

Registration Failure Payments. If the registration statement

described below is not filed within 30 days of the Effective Date, the Company is required to pay the Investor liquidated damages of $250,000.

Stockholder Approval Failure Payments. If the stockholder meeting

is not held on or before May 15, 2026, the Company is required to pay the Investor liquidated damages of $250,000.

Termination. The Company may terminate the CSPA upon five trading

days' prior written notice to the Investor or concurrently with the closing of any subsequent financing, subject to certain conditions,

including that there are no outstanding purchase notices and the Company has paid all amounts owed to the Investor. The CSPA also terminates

automatically upon the earlier of the end of the Commitment Period or the commencement of bankruptcy proceedings.

Note Purchase Agreement and Senior Secured Convertible Promissory

Note

The Company entered into the Note Purchase Agreement with the Investor,

pursuant to which the Investor has agreed to purchase from the Company senior secured convertible promissory notes in an aggregate principal

amount of up to $2,875,000, reflecting a 20% original issue discount applied to aggregate loan proceeds of up to $2,300,000 (the “Note

Purchase Price”).

Funding. The Note Purchase Price will be funded in up to ten

monthly tranches of $230,000 each (each, a “Tranche,” with a corresponding principal amount of $287,500). The first closing

under the Note Purchase Agreement will occur within one trading day after the Company's filing of the Registration Statement with the

SEC. Neither party is obligated to fund or request any individual Tranche after the first two required subsequent closings; each subsequent

funding requires the affirmative, mutual written authorization of both parties. The Company will only accrue principal and original issue

discount obligations for Tranches actually funded.

Accelerated Funding. The full remaining Note Purchase Price

may be funded in a single disbursement at the Company's discretion, provided the Company has received a bona fide purchase order with

a face value of at least $5,000,000 that qualifies for factoring at a rate of less than 3% per month. The Company must provide the Investor

with written notice and supporting documentation at least five business days before the requested funding date.

Interest and Maturity. The Note bears interest at 8% per annum

on the principal amount, with the interest for the first six months accruing immediately and guaranteed. Each Tranche matures six months

after its respective funding date.

Conversion. The Notes will be convertible at the option of the

Investor into shares of Common Stock at a variable conversion price equal to 80% of the lowest daily VWAP of the Common Stock during the

15 trading days before the conversion notice.

Default Conversion Price. Upon the occurrence of an Event of

Default (as described below) that is not cured within ten (10) business days (if curable), the conversion price may, at the Investor's

option, be reduced to $0.01 per share (the “Default Conversion Price”).

Beneficial Ownership Limitation. The Note is subject to a beneficial

ownership limitation of 4.99%, subject to increase to 9.99% upon 61 days' prior written notice by the Investor to the Company.

Security Interest. The Notes will be senior secured obligations

of the Company, with priority over all existing and future indebtedness of the Company. The obligations under the Note are secured by

all of the assets, personal property of every kind, intellectual property, claims, products and proceeds of the Company. The Note is currently

structured as a second priority lien, subordinated to the Company's obligations to J.J. Astor & Co. (“J.J. Astor”) pursuant

to a loan agreement dated December 4, 2025, until those obligations are discharged in full. So long as any obligation under the Note remains

outstanding, the Company may not incur or guarantee any indebtedness that is senior to or pari passu with its obligations under the Note,

other than the J.J. Astor obligations. In connection with the Note Purchase Agreement, the Company also entered into a security agreement

granting the Investor a second priority lien, subordinated to the Company's obligations to J.J. Astor, in all assets of the Company, and

an intellectual property security agreement granting the Investor a second priority lien, subordinated to the Company's obligations to

J.J. Astor, in all its intellectual property assets.

Use of Proceeds. The Company is required to use the proceeds

from the sale of the Notes to make its scheduled monthly payments under the J.J. Astor loan. In addition, while any portion of any Note

is outstanding, if the Company receives cash proceeds from the issuance of securities pursuant to the CSPA or from the exercise of the

Commitment Warrant, the Investor has the right to require the Company to immediately apply up to 10% of such proceeds to repay outstanding

amounts under the Notes.

Right of First Refusal and Roll-Over Rights. For so long as

any Note remains outstanding, prior to entering into any equity, equity-linked, or debt financing with any third party (a “Subsequent

Financing”), the Company must present the terms of such financing to the Investor as a right of first refusal, and the Investor

has the option to participate on a pro rata basis. In addition, the Investor has the right to roll over all or any portion of the outstanding

principal amount of the Notes, together with accrued but unpaid interest, into the securities issued in a Subsequent Financing on the

same terms and conditions applicable to other investors.

Variable Rate Prohibition. For so long as any Note remains outstanding,

the Company may not enter into, issue, or amend any variable rate transaction or equity-linked financing with price reset or floating

conversion features without the Investor's prior written consent, except where the proceeds are used to repay all of the Notes in full.

Notwithstanding the foregoing, the Company is permitted to effect (a) a secondary offering of shares of Common Stock or other equity securities

of the Company, provided the aggregate amount of such offering does not exceed $10,000,000, (b) a private placement of convertible preferred

stock or other securities convertible or exercisable into Common Stock at a fixed conversion or exercise price, provided that the aggregate

amount of such offering does not exceed $10,000,000, and/or (c) a transaction backed by a bona fide purchase order that qualifies for

factoring by a traditional commercial factor at a factoring rate of less than 3% per month and has a face value of no less than $5,000,000.

Events of Default. Events of Default under the Note include,

among others: (i) failure to pay principal or interest when due; (ii) failure to deliver conversion shares; (iii) breach of any covenant

or representation in the Note or any Transaction Document; (iv) bankruptcy, insolvency, or liquidation; (v) delisting of the Common Stock

from Nasdaq; (vi) failure to timely comply with Exchange Act reporting requirements; (vii) loss of DTC/FAST eligibility; (viii) cessation

of operations; (ix) entry into a Section 3(a)(9) or 3(a)(10) transaction (other than permitted transactions); and (x) cross-default with

all other agreements between the Company and the Investor, including the CSPA, the Commitment Warrant, and the Registration Rights Agreement.

Upon an Event of Default, the outstanding principal, accrued interest, and all other amounts owed become immediately due and payable,

and the Investor may elect to use the Default Conversion Price of $0.01 per share.

Stockholder Approval Deadline. The Company is required to obtain

stockholder approval for the issuance of securities under the Financing Transaction documents no later than May 15, 2026 (as such date

may be extended if the meeting is adjourned one or more times for purposes of soliciting additional votes for the Stockholder Approval

for not more than thirty (30) calendar days). Failure to obtain stockholder approval by such date constitutes an Event of Default under

the Note Purchase Agreement, and the Investor may elect to use the Default Conversion Price.

Registration Rights Agreement

In connection with the Financing Transaction, the Company entered into

the Registration Rights Agreement with the Investor, pursuant to which the Company has agreed to file a registration statement on Form

S-1 (the “Registration Statement”) with the SEC within 15 business days after the Effective Date, covering the resale by the

Investor of the shares of Common Stock issuable under the CSPA, including the Commitment Shares and shares issuable upon exercise of the

Commitment Warrant, as well as the shares of Common Stock issuable upon conversion of the Notes.

Commitment Warrant

In further consideration for the Investor's execution and delivery

of the CSPA, the Company issued to the Investor the Commitment Warrant, which entitles the Investor to purchase up to $2,000,000 of shares

of Common Stock at an exercise price per share equal to 99% of the closing sales price of the Common Stock on the trading day prior to

the exercise date. The Commitment Warrant has a five-year term from the initial exercise date subject to earlier termination by the Company

upon five trading days' prior written notice to the Investor. The Commitment Warrant is fully earned as of the Effective Date.

Beneficial Ownership Limitation. The Commitment Warrant is subject

to a beneficial ownership limitation of 4.99%, subject to increase to 9.99% upon notice to and with the consent of the Company.

Exercise Limitations. Each exercise of the Commitment Warrant

is limited to 5% of the greater of the trading volume on the day before or the day of the exercise notice. In addition, the Commitment

Warrant may not be exercised if the closing sales price of the Common Stock on the trading day before the notice of exercise is less than

the closing sales price on each of the two prior trading days, subject to waiver by the Company.

Rapid Purchase Notice Override. If the Investor delivers a notice

of exercise of the Commitment Warrant, the Company may elect within two hours to instead deliver a Rapid Purchase Notice for the same

number of shares, in which case the Warrant exercise is deemed void.

Cashless Exercise. The Commitment Warrant includes a cashless

exercise provision available after the six-month anniversary of the CSPA if there is no effective registration statement covering the

resale of the warrant shares.

The foregoing descriptions of the Transaction Documents do not purport

to be complete and are qualified in their entirety by reference to the full text of the CSPA, the Registration Rights Agreement, the Note

Purchase Agreement, the Note, and the Commitment Warrant, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 4.1 to this Current

Report, respectively, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report is incorporated

by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure contained in Item 1.01 of this Current Report is incorporated

by reference in this Item 3.02.

The issuance of the Commitment Shares and the Commitment Warrant were

not registered under the Securities Act in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities

Act and Rule 506(b) of Regulation D promulgated thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Common Stock Purchase Warrant, dated April 17, 2026, by and between CID Holdco, Inc. and White Lion Capital, LLC

10.1

Common Stock Purchase Agreement, dated April 17, 2026, by and between CID Holdco, Inc. and White Lion Capital, LLC

10.2

Registration Rights Agreement, dated April 17, 2026, by and between CID Holdco, Inc. and White Lion Capital, LLC

10.3

Note Purchase Agreement, dated April 17, 2026, by and between CID Holdco, Inc. and White Lion Capital, LLC

10.4

Form of Senior Secured Convertible Promissory Note

104

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

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CID HoldCo, Inc.

Date: April 20, 2026

By:

/s/ Edmund Nabrotzky

Edmund Nabrotzky

President and Chief Executive Officer

EX-4.1 — COMMON STOCK PURCHASE WARRANT, DATED APRIL 17, 2026, BY AND BETWEEN CID HOLDCO, INC. AND WHITE LION CAPITAL, LLC

EX-4.1

Filename: ea028687601_ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES

LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT, THESE SECURITIES MAY NOT BE OFFERED, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE

ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO).

COMMON STOCK PURCHASE WARRANT

CID HOLDCO, INC.

Initial Exercise Date : April 17, 2026

THIS COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, White Lion Capital LLC or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

April 17, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the Termination Date

but not thereafter, to subscribe for and purchase from CID Holdco, Inc., a Delaware corporation (the “Company”), shares

of the Company’s Common Stock, in the amounts and the price per share as set forth in Section 2 (as subject to adjustment

hereunder, the “Warrant Shares”).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Common Stock Purchase Agreement

(the “Purchase Agreement”) dated as of April 17, 2026, by and between the Company and the Holder.

For purposes of this Warrant, the following

terms shall have the following meanings:

“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 405 under the Securities Act.

“Alternate Consideration”

shall have the meaning specified in Section 3(d).

“Beneficial Ownership

Limitation” shall have the meaning specified in Section 2(f)(i).

“Black Scholes Value”

means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request pursuant to Section

3(d), which value is 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 greater of (1) the highest closing trade price of the Common Stock during the

period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation

of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to Section

3(d), and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value

of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Exercise

Price in effect on the date of the Holder’s request pursuant to Section 3(d), (iii) a risk-free interest rate corresponding

to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s

request pursuant to Section 3(d) and (2) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental

Transaction or as of the date of the Holder’s request pursuant to Section 3(d) if such request is prior to the date of the

consummation of the applicable Fundamental Transaction, (iv) a zero cost of borrow, and (v) an expected volatility equal to the greater

of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization

factor) as of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction

and (B) the date of the Holder’s request pursuant to Section 3(d).

“Bloomberg”

means Bloomberg L.P.

“Business Day”

means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day on which banking

institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning specified in Section 2(e)(iv).

“Commission”

means the United States Securities and Exchange Commission.

“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.

“Closing Sale Price”

means, for any security as of any date, the last closing trade price for such security on the Trading Market, as reported by Bloomberg,

or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing trade price 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 Trading

Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal

securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,

the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by

Bloomberg, or, if no last trade price 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 Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,

the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder.

If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in

accordance with the procedures in Section 5(g). All such determinations shall be appropriately adjusted for any stock splits, stock dividends,

stock combinations, recapitalizations, or other similar transactions during such period.

“Company”

means CID Holdco, Inc., a Delaware corporation.

“Convertible Securities”

means any stock, shares, 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.

“Distribution”

shall have the meaning specified in Section 3(c).

“DWAC”

shall have the meaning specified in Section 2(e)(i).

“Exchange Act”

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

“Exercise Price”

shall have the meaning specified in Section 2(c).

“Exercise Value”

means the number of shares of Common Stock received upon an exercise of this Warrant multiplied by the Exercise Price applicable to such

exercise.

“Fundamental Transaction”

shall have the meaning specified in Section 3(d).

“Holder”

means White Lion Capital LLC, a Nevada limited liability company, or its assigns.

“Initial Exercise

Date” means April 17, 2026.

“Market Price”

means the highest traded price of the Common Stock during the three hundred sixty-five (365) Trading Days prior to the date of the respective

Notice of Exercise.

“Notice of Exercise”

shall have the meaning specified in Section 2(a).

“Options”

means any rights, warrants, options, or restricted share units to subscribe for, purchase, or otherwise acquire shares of Common Stock,

or Convertible Securities.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Purchase Notice

Shares” shall have the meaning set forth in the Purchase Agreement.

“Purchase Rights”

shall have the meaning specified in Section 3(b).

“Rapid Purchase Notice”

shall have the meaning set forth in the Purchase Agreement.

“Securities Act”

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

“Share Equivalents”

shall mean any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time shares of 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, shares of Common Stock.

“Standard Settlement

Period” shall have the meaning specified in Section 2(e)(i).

“Subsidiary”

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

or acquired after the date hereof.

“Successor Entity”

shall have the meaning specified in Section 3(d).

“Termination Date”

means the date that is the earliest of (a) the five (5) year anniversary of the Initial Exercise Date, or (b) the date that is fifth Trading

Day after the Company gives the Holder prior written notice of termination of this Warrant.

“Trading Day”

means a day on which the principal Trading Market is open for trading; provided, however, that if the Common Stock are not listed or quoted

on the Trading Market, then Trading Day shall mean any day except Saturday, Sunday, and any day which shall be a legal holiday or a day

on which banking institutions in the State of New York are authorized or required by law or other government action to close.

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

NYSE, the NYSE American, The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the OTCQX Best Market,

the OTCQB Venture Market, the OTCID Basic Market, the Pink Limited Market (or any successors to any of the foregoing).

“Transfer Agent”

means the current transfer agent of the Company, and any successor transfer agent of the Company.

“Variable Rate Transaction”

means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or

exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price,

or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock

at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise, or exchange price that is

subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified

or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into,

or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”,

whereby the Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement have actually

been issued and regardless of whether such agreement is subsequently canceled.

“VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading

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 determined

by the Investor, or if the foregoing does not apply, the dollar volume-weighted average price of such security in any principal quotation

system operated by OTC Markets Group Inc. or other principal exchange or recognized quotation system which is at the time the principal

trading platform or market 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 determined by the Investor, or, if no dollar volume-weighted average price is reported, 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 by OTC Markets Group Inc. If the VWAP

cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security shall be the the fair market

value of such security as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the

Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrant”

means this Warrant.

“Warrant Shares”

shall have the meaning specified in the preamble of this Warrant.

“Warrant Shares Delivery Date”

shall have the meaning specified in Section 2(e)(i).

“Warrant Register”

shall have the meaning specified in Section 4(c).

Section 2. Exercise.

(a) Exercise

of Warrant. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, on any

day on or after the Initial Exercise Date and on or before the Termination Date (an “Exercise Date”) by delivery to

the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address

of the Holder appearing on the books of the Company) of a duly executed notice of exercise in the form annexed hereto as Exhibit A (a

“Notice of Exercise”), which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions

set forth in Section 5(i). Within one (1) Trading Day of the date on which the Company delivers the Warrant Shares subject to said

Notice of Exercise pursuant to Section 2(e) below, the Company shall have received payment of the aggregate Exercise Price of the

Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made

pursuant Section 2(g) below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of

guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness

of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency

of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity

to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic

and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not

be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder

and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within

three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting

in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding

number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and

the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver

any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance

of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the

Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount

stated on the face hereof.

(b) Number

of Warrant Shares. Subject to the terms and conditions set forth herein, the aggregate number of Warrant Shares that Holder shall

have the right to purchase from the Company hereunder shall be a number of Warrant Shares equal to the quotient obtained by dividing (i)

$2,000,000 less the Exercise Value of all partial exercises of this Warrant in accordance with Section 2(a) prior to the Exercise Date,

by (ii) the Exercise Price.

Price. The exercise price per Warrant Share shall be 99% multiplied by the Closing Sales Price of the Common Stock on the Trading

Day prior to the Exercise Date.

(d) Restrictive

Legend; Legend Removal.

i. Restrictive

Legend. The certificate(s) or book-entry statement(s) representing any Warrant Shares issued hereunder, except as set forth below,

shall bear a restrictive legend in substantially the following form (and stop transfer instructions may be placed against transfer of

any such Securities):

THE SHARES UNDERLYING THE SECURITIES

REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES

LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT OR APPLICABLE

STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM).

ii. Legend

Removal. Upon the written request by the Holder to the Company if, at the time of such request, the Holder covenants and agrees that

it has resold or will resell the Warrant Shares only (A)(i) pursuant to an effective registration statement registering the issuance

of the Warrant Shares to, or resale of the Warrant Shares by, the Holder under the Securities Act, in a manner described under the caption

“Plan of Distribution” in such registration statement, 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, or (ii) in compliance with an available exemption under the Securities Act, and (B) concurrently with such request, the

Holder delivers to the Company, its counsel, and the Transfer Agent a customary written certification that the requirements set forth

in clause (a) are accurate, and if the Holder resold the Warrant Shares under (A)(ii), to the extent the Company’s counsel

or the Transfer Agent requires, additional customary requirements to qualify for the applicable exemption under the Securities Act, the

Company shall, no later than one (1) Trading Day following the delivery by the Holder to the Transfer Agent, as applicable, of one

or more legended certificates or book-entry statements representing any Securities subject to such request, together with such other documentation

from the Holder and its designated broker-dealer as the Transfer Agent, as applicable, deem reasonably necessary and appropriate, instruct

the Transfer Agent, as applicable, to remove the Securities Act restrictive legend (and any stop transfer instructions placed against

transfer thereof) contemplated by Section 2(d)(i) affixed to the Warrant Shares (as applicable) subject to such request. At

the times the Company authorizes the removal of the Securities Act restrictive legends on the Warrant Shares subject to such request (and

any stop transfer instructions placed against transfer thereof) pursuant to this Section 2(d)(ii)), the Company shall, at

its sole expense, use its commercially reasonable efforts to cause its legal counsel to issue to the Transfer Agent, as applicable, a

legal opinion or direction letter authorizing the Transfer Agent, as applicable, to remove the Securities Act restrictive legends contemplated

by Section 2(d)(i) on the Warrant Shares (as applicable) subject to such request (which legal opinion or direction letter

may be delivered to the Transfer Agent, as applicable, in advance setting forth the conditions to the removal of such legends). The Company

shall be responsible for the fees of its Transfer Agent and the Company’s legal counsel associated with any such legend removals.

If counsel to the Company fails to provide a legal opinion reasonably satisfactory to the Transfer Agent, as applicable, in accordance

with this Section, the Holder shall have the right to provide an opinion of counsel selected by the Holder, the cost of which shall be

borne by the Company.

(e) Mechanics

of Exercise.

i. Delivery

of Warrant Shares Upon Exercise. Upon delivery by the Holder of a Notice of Exercise in accordance with Section 2(a), the Company

shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the

Holder’s or its designee’s balance account with The Depository Trust Company through the deliver order (DO) system maintained

by DTC (or any similar program hereafter adopted by DTC performing substantially the same function) or its Deposit or Withdrawal at Custodian

system (“DWAC”) if the Company is then a participant in such system and either (A) the legend has been properly removed

from the Warrant in accordance with Section 2(d)(ii) or (B) there is an effective registration statement permitting the issuance

of the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by physical delivery of a certificate, registered in

the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is

entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise. In any case, the Company will instruct

the Transfer Agent to make delivery by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the

Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of

the Notice of Exercise (provided that delivery shall be two (2) Trading Days after delivery to the Company of said Notice of Exercise

if the Company receives the Notice of Exercise after 12 p.m. EST on such day) (such date, the “Warrant Shares Delivery Date”).

Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of

the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,

provided that payment of the aggregate Exercise Price is received by the Warrant Shares Delivery Date. If the Company fails for any reason

to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Shares Delivery Date, the Company shall pay

to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based

on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading

Day on the fourth Trading Day after the Warrant Shares Delivery Date) for each Trading Day after such Warrant Shares Delivery Date until

such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant

in the DTC/FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect

to the shares of Common Stok as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing that the Company

shall not be obligated to make any payment or provide any remedy under this Section 2(e)(i) to the extent that the failure to deliver

the Warrant Shares to the Holder is directly attributable to a delay or failure by the Transfer Agent or is otherwise outside the reasonable

control of the Company, including any delay arising from a systems failure, force majeure event, or other circumstance affecting the Transfer

Agent over which the Company has no authority or influence, so long as the Company has used commercially reasonable efforts to cause the

Transfer Agent to timely deliver such Warrant Shares.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Holder fails to make payment of the aggregate Exercise Price of the Warrant Shares pursuant to a Notice of Exercise

within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company by wire transfer or cashier’s check

drawn on a United States bank, then the Company will have the right to rescind such exercise. If the Company fails to cause the Transfer

Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(e)(i) by the Warrant Shares Delivery Date, then the Holder

will have the right to rescind such exercise.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(e)(i) above pursuant to an exercise on or before the Warrant Shares Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such

exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases shares

of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock

with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence

the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. 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 shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof. Notwithstanding the foregoing that the Company shall not be obligated

to make any payment or provide any remedy under this Section 2(e)(iv) to the extent that the failure to deliver the Warrant Shares to

the Holder is directly attributable to a delay or failure by the Transfer Agent or is otherwise outside the reasonable control of the

Company, including any delay arising from a systems failure, force majeure event, or other circumstance affecting the Transfer Agent over

which the Company has no authority or influence, so long as the Company has used commercially reasonable efforts to cause the Transfer

Agent to timely deliver such Warrant Shares

v. No

Fractional Shares or Scrip. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be

issued upon the exercise of this Warrant. As to any fraction of a share of Common Stock which the Holder would otherwise be entitled to

purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an

amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share of Common Stock.

vi. Charges,

Taxes, and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other

incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such

Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all fees charged

by the Transfer Agent and the Depository Trust Company (or other established clearing corporation) required for processing of any Notice

of Exercise.

vii. Closing

of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant

pursuant to the terms hereof.

(f) Holder’s

Exercise Limitations.

i. The

Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant,

pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the

applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together

with the Holder or any of the Holder’s Affiliates) in excess of the Beneficial Ownership Limitation (as defined below). For purposes

of calculating “beneficial ownership” under this Section 2(f), the number of shares of Common Stock beneficially owned

by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect

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

of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or

conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other

Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by

the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f), “beneficial

ownership” shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,

it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section

13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the

extent that the limitation contained in this Section 2(f) applies, the determination of whether this Warrant is exercisable (in

relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall

be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which

portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation

to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are in non-compliance

with the Beneficial Ownership Limitation, it being understood that the Company has the right to confirm that any exercise does not result

in “holdings” of the Holder exceeding the Beneficial Ownership Limitation. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(f), in determining the number of outstanding shares of Common Stock, a Holder may rely

on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent Annual Report on Form 10-K, Report

on Form 8-K or other public filings filed with the Commission, as the case may be, (B) a more recent public announcement by the Company,

or (C) a more recent written notice by the Company OR the Transfer Agent setting forth the number of shares of Common Stock outstanding.

Upon the written request of a Holder (which, for clarity, includes electronic mail), the Company shall within one Trading Day confirm

orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares

of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant,

by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial

Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to

the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to and with the consent of the

Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(f), provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to

the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(f)

shall continue to apply. Any change in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice

is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict

conformity with the terms of this Section 2(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

ii. To

the extent the exercise of any portion of this Warrant requires the Company to receive the approval of the Company’s shareholders

pursuant to the rules of the applicable Trading Market, the Company shall not effect such exercise of this Warrant, and a Holder shall

not have the right to exercise any such portion of this Warrant, pursuant to Section 2 or otherwise, unless and until such approval

has been received by the Company.

iii. The

Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant,

pursuant to Section 2 or otherwise, to the extent that the number of Warrant Shares to be issued on any Trading Day would exceed

five percent (5%) of the greater of (A) the trading volume of the Common Stock (as reported on Bloomberg) on the Trading Day before the

Exercise Date and (B) the trading volume of the Common Stock (as reported on Bloomberg) on the Exercise Date.

iv. The

Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant,

pursuant to Section 2 or otherwise, to the extent that the Closing Sales Price of the Common Stock on the Trading Day before the Notice

of Exercise is less than the Closing Sales Price of the Common Stock on the each of the two prior Trading Days. For the avoidance of doubt,

this restriction shall apply where the Closing Sales Price of the Common Stock has declined over each of the two Trading Days prior to

the date of the Notice of Exercise. Notwithstanding the foregoing, the restriction set forth in this section may be waived by the Company

in its sole discretion, which waiver may be granted or withheld for any reason or no reason, and shall be effective upon written notice

from the Company to the Holder.

v. The

Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant,

pursuant to Section 2 or otherwise, if, within two (2) hours of the Holder’s delivery of a Notice of Exercise, the Company

delivers a Rapid Purchase Notice to the Holder pursuant to the Purchase Agreement for a number of Purchase Notice Shares greater than

or equal to the number of Warrant Shares set forth in the Notice of Exercise. Such Rapid Purchase Notice shall be deemed delivered and

accepted at the same time as the Holder’s delivery of the Notice of Exercise. Upon the Company’s delivery of a Rapid Purchase

Notice as set forth in this Section 2(f)(v), the Notice of Exercise shall be deemed rescinded and void ab initio.

(g) Cashless

Exercise. If at any time after the six month anniversary of the date of the Purchase Agreement, there is no effective Registration

Statement registering, or no current prospectus available for, the resale by the Holder of the Warrant Shares, then, this Warrant may

also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled

to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the Market Price;

(B) = the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) = the number of Warrant Shares that would be issuable upon

exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a

cashless exercise.

(h) Assuming

(i) the Holder is not an Affiliate of the Company, and (ii) all of the applicable conditions of Section 4(a)(1) of the Securities Act

of 1933, as amended (the “Securities Act”) and/or Rule 144 promulgated thereunder (“Rule 144”) with

respect to Holder and the Warrant Shares are met, in the case of such a cashless exercise, the Company agrees that the Company will either

(A) cause the Transfer Agent to issue such Warrant Shares without any restrictive legend in accordance with Section 5(b)(ii) below, or

(B) if such Warrant Shares are issued with a restrictive legend, use commercially reasonable efforts to cause the removal of the legend

from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Transfer Agent at its own expense to

ensure the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise

of the Warrant prior to removing the legend. The Company expressly acknowledges that Rule 144(d)(3)(ii), as currently in effect, provides

that Warrant Shares issued solely upon a cashless exercise shall be deemed to have been acquired at the same time as the Warrant. The

Company agrees not to take any position contrary to this Section 2(c). The Company shall pay all costs associated with any required

opinions of counsel, and counsel to the Company shall provide all opinions with respect to any resales pursuant to Section 4(a)(1) of

the Securities Act and/or Rule 144 or otherwise at the sole cost of the Company, and the Company shall provide confirmation to the Transfer

Agent that all such opinions are acceptable. If counsel to the Company fails to provide a legal opinion reasonably satisfactory to the

Company in accordance with this Section, the Holder shall have the right to provide an opinion of counsel selected by the Holder, the

cost of which shall be borne by the Company.

Section 3. Certain Adjustments.

(a) Share

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes

a distribution or distributions on shares of Common Stock or any other equity or equity equivalent securities payable in shares of Common

Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant),

(ii) subdivides outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines (including by way of

reverse share split) outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues by reclassification

of shares of Common Stock or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a

fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately

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

and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise

Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately

after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective

immediately after the effective date in the case of a subdivision, combination, or re-classification.

(b) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person (other than for the purpose of changing the jurisdiction

of incorporation of the Company or a holding company for the Company), (ii) the Company, directly or indirectly, effects any sale, lease,

license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets (on a consolidated basis) in

one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the

Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender or exchange

their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the voting power of the

outstanding securities of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,

reorganization or recapitalization of the shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common

Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,

in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby

such other Person or group acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power

of the outstanding securities of the Company (not including any shares of Common 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 share purchase agreement or other business combination)

(each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right

to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental

Transaction, at the option of the Holder (without regard to any limitation in Section 2(f) on the exercise of this Warrant), the

number of shares of Common Stock or other capital stock of the successor or acquiring corporation or of the Company, if it is the surviving

corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental

Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental

Transaction (without regard to any limitation in Section 2(f) on the exercise of this Warrant). For purposes of any such exercise,

the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of

Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion

the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components

of the Alternate Consideration. If holders of shares of Common Stock are given any choice as to the securities, cash, or property to be

received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon

any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction

in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the

Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance

reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and

shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by

a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares

of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon

exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and

with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative

value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number

of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately

prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.

Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this

Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant

referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly

and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power

of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto

under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had

been named as the Company herein. Notwithstanding the foregoing provisions of this Section 3(d), at the request of the Holder delivered

at any time commencing on the earliest to occur of (x) the public disclosure of any Change of Control, (y) the consummation of any Change

of Control, and (z) the Holder first becoming aware of any Change of Control through the date that is ninety (90) days after the public

disclosure of the consummation of such Change of Control by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the

Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request by paying

to the Holder cash in an amount equal to the Black Scholes Value. Payment of such amounts shall be made by the Company (or at the Company’s

direction) to the Holder on or prior to the later of (x) the second (2nd) Trading Day after the date of such request and (y) the date

of consummation of such Change of Control.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall

be the sum of the number of shares of Common Stock (excluding treasury shares of Common Stock, if any) issued and outstanding.

(d) Notice

to Holder.

i. Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver via electronic mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common

Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the shares of Common Stock, (C) the Company

shall authorize the granting to all holders of Common Stock rights or warrants to subscribe for or purchase any shares of capital stock

of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification

of the shares of Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer

of all or substantially all of its assets, or any compulsory share exchange whereby the shares of Common Stock are converted into other

securities, cash, or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation, or winding up

of the affairs of the Company, then, in each case, the Company shall cause to be delivered via electronic mail to the Holder at its last

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights, or warrants, or if a record is not to be taken, the date as of which the holders of shares of Common Stock of record

to be entitled to such dividend, distributions, redemption, rights, or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer, or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or

other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure

to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required

to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public

information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of

such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

(e) Voluntary

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

this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors

of the Company.

Section 4. Transfer of Warrant.

(a) Transferability.

Subject to compliance with any applicable securities laws and the provisions below, this Warrant and all rights hereunder (including,

without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office

of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as

Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making

of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants

in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment

and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly

be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company

within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.

The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without

having a new Warrant issued. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee

of this Warrant, as the case may be, to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable

to the Company, the cost of which shall be borne by the Company and the form and substance of which opinion shall be reasonably satisfactory

to the Company, to the effect that such transfer does not require registration of such transferred Warrants or Warrant Shares under the

Securities Act.

(b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

(d) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act; provided, however, that the Investor reserves the right to dispose of the Warrant

Shares at any time in accordance with federal and state securities laws and the applicable securities laws of any jurisdiction relevant

to such disposition and subject to compliance with the terms of this Warrant.

Section 5. Miscellaneous.

(a) No

Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as

a shareholder of the Company prior to the exercise hereof as set forth in Section 2(a), except as expressly set forth in Section

(b) Loss,

Theft, Destruction, or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

(d) Authorized

Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued

shares of Common Stock a sufficient number of shares to provide for the deposit of shares of Common Stock for the issuance of the Warrant

Shares upon the exercise of any purchase rights under this Warrant (the “Required Reserve Amount”). The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the extent as

waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of

incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times

in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to

protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company

will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such

increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally

issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii) use commercially reasonable efforts to

obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary

to enable the Company to perform its obligations under this Warrant.

Before taking any action which

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

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

bodies having jurisdiction thereof.

(e) Transfer

Agent Instructions. The Company covenants and agrees that it will, at all times during the period the Warrant is outstanding, maintain

a duly qualified independent Transfer Agent. The Company represents and covenants that it has issued irrevocable instructions to its Transfer

Agent (and will issue such irrevocable instructions to each Transfer Agent appointed thereafter), in the form approved by the Holder,

to issue certificates, registered in the name of the Holder or its nominee, for the Warrant Shares in such amounts as specified from time

to time by the Holder to the Company upon exercise of this Warrant in accordance with the terms thereof and to irrevocably reserve the

Required Reserve Amount (the “Irrevocable Transfer Agent Instructions”). The Company represents and covenants that

the Irrevocable Transfer Agent Instructions have been signed by the Transfer Agent and by the Company as of the date of the Initial Exercise

Date. The Company warrants that (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section

5(e), and stop transfer instructions to give effect to Section 5(g) (prior to registration of the Warrant Shares under the Securities

Act or the date on which the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as

of a particular date that can then be immediately sold), will be given by the Company to its Transfer Agent and that the Warrant Shares

shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Warrant and the Purchase

Agreement, (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring

(or issuing)(electronically or in certificated form) any certificate for Warrant Shares to be issued to the Holder upon exercise of or

otherwise pursuant to this Warrant as and when required by this Warrant and the Purchase Agreement, and (iii) it will not fail to remove

(or direct its Transfer Agent not to remove or impair, delay, and/or hinder its Transfer Agent from removing) any restrictive legend (or

to withdraw any stop transfer instructions in respect thereof) on any certificate for any Warrant Shares issued to the Holder upon exercise

of or otherwise pursuant to this Warrant as and when required by this Warrant and the Purchase Agreement. Nothing in this Section shall

affect in any way the Holder’s obligations to comply with all applicable prospectus delivery requirements, if any, upon resale of

the Warrant Shares. If a Holder provides the Company, at the cost of the Holder, with an opinion of counsel in form, substance, and scope

customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Warrant Shares may be made without

registration under the Securities Act and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of

the Warrant Shares, promptly instruct its Transfer Agent to issue one or more certificates, free from restrictive legend, in such name

and in such denominations as specified by the Holder. The Company acknowledges that a breach by it of its obligations hereunder will cause

irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company

acknowledges that the remedy at law for a breach of its obligations under this Section 5(e) may be inadequate and agrees, in the event

of a breach or threatened breach by the Company of the provisions of this Section, that the Holder shall be entitled, in addition to all

other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic

loss and without any bond or other security being required.

(f) Variable

Rate Transactions. From the Initial Exercise Date until the earlier of the Termination Date or when this Warrant is

exercised in full, without the Investor’s prior written consent, the Company shall be prohibited from effecting or entering into

an agreement to effect any Subsequent Placement involving any Variable Rate Transaction. The Investor 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. Notwithstanding the foregoing, the Company shall be permitted to effect a secondary offering of shares of Common Stock or other

equity securities of the Company, provided the aggregate amount such offering does not exceed $10,000,000, (b) a private placement of

convertible preferred stock or other securities convertible or exercisable, as applicable, into Common Stock at a fixed conversion or

exercise price, as applicable, provided that the aggregate amount of such offering does not exceed $10,000,000, and/or (c) a bona fide

purchase order that qualifies for factoring by a traditional commercial factor at a factoring rate of less than 3% per month has a face

value of no less than $5,000,000.

(g) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and

construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law

thereof. Each party hereby irrevocably submits that any dispute, controversy, or claim arising out of or relating to this Warrant shall

be submitted to the exclusive jurisdiction of the District Court of the State of Nevada, County of Clark (8th Judicial District)

and the United States District Court for the District of Nevada. Each party 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 Warrant 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, 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. The Company and the Holder agree that all dispute resolution proceedings in accordance with this Section 5(g) may be conducted

in a virtual setting. If either party shall commence an action, suit, or proceeding to enforce any provisions of this Warrant, the prevailing

party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs

and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(h) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions

upon resale imposed by state and federal securities laws.

(i) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers, or remedies, notwithstanding that all rights hereunder

terminate on the Termination Date. If the Company willfully or knowingly fails to comply with any provision of this Warrant, which results

in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers, or remedies hereunder.

(j) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Exercise, shall be in writing and delivered personally or by e-mail, addressed to the Company, at 5661 S. Cameron St, Suite 100, Las

Vegas, NV 89118, Attention: Charles Maddox, email address: charlie@daic.ai or such other email address or address as the Company may specify

for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder

shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each

Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries

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

via e-mail at the e-mail address set forth in this Section prior to 4:30 p.m. (New York City time) on any date, (ii) the next Trading

Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section

on a day that is not a Trading Day or later than 4:30 p.m. (New York City time) on any Trading Day or (iii) upon actual receipt by the

party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material,

non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission

pursuant to a Current Report on Form 8-K.

(k) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any shares of Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors

of the Company.

(l) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant, without the necessity of showing economic loss and without any bond or other security being

required. The Company agrees that monetary damages may not be adequate compensation for any loss incurred by reason of a breach by it

of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that

a remedy at law would be adequate.

(m) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

(n) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(o) Severability.

If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,

the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that

it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions

of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

(p) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

**Signature Page Follows* *

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the Initial Exercise Date.

CID HOLDCO, INC.

By:

/s/ Edmund Nabrotzky

Name:

Edmund Nabrotzky

Title:

Chief Executive Officer

Holder:

WHITE LION CAPITAL LLC

By:

/s/ Yash Thukral

Name:

Yash Thukral, JD

Title:

Managing Director

EXHIBIT A

NOTICE OF EXERCISE

To: CID Holdco, Inc.

(1) The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment

shall take the form of lawful money of the United States.

(3) Please

______________________________

The Warrant Shares shall be delivered

to the following DWAC Account Number:

______________________________

(4) Accredited

Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act

of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity:

___________________________________________________________________

Signature of Authorized Signatory of Investing

Entity:

___________________________________________________________________

Name of Authorized Signatory:

___________________________________________________________________

Title of Authorized Signatory:

___________________________________________________________________

Date: _______________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to exercise the Warrant

to purchase Warrant Shares.)

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name:

______________________________________

(Please Print)

Address:

______________________________________

(Please Print)

Phone Number:

______________________________________

Email Address:

______________________________________

Dated: _______________ __, ______

Holder’s Signature: ______________________________

Holder’s Address: _______________________________

EX-10.1 — COMMON STOCK PURCHASE AGREEMENT, DATED APRIL 17, 2026, BY AND BETWEEN CID HOLDCO, INC. AND WHITE LION CAPITAL, LLC

EX-10.1

Filename: ea028687601_ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Version

COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase

Agreement (this “Agreement”) is dated as of April 17, 2026 (the “Effective Date”),

by and between CID Holdco, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada

limited liability company (the “Investor”).

WHEREAS, the parties

desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided

herein, and the Company shall issue and sell up to Ten Million Dollars ($10,000,000) of the Company’s Common Stock (as defined below);

WHEREAS, such sales

of Common Stock by the Company to the Investor will be made in reliance upon the exemption provided by Section 4(a)(2) of the Securities

Act (“Section 4(a)(2)”) and Rule 506(b) of Regulation D (“Regulation D”) promulgated

thereunder, and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to

any or all of the issuances and sales of Common Stock by the Company to the Investor to be made hereunder;

WHEREAS, the parties

hereto are concurrently entering into the Registration Rights Agreement (as defined below), pursuant to which the Company shall register

the resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions

set forth therein; and

WHEREAS, in consideration

for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Shares (as defined

herein), pursuant to and in accordance with Section 6.4;

NOW, THEREFORE, the

parties hereto agree as follows:

Article

CERTAIN DEFINITIONS

Section 1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following

meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Agreement”

shall have the meaning specified in the preamble hereof.

“Average Daily

Trading Volume” shall mean the median daily trading volume of the Company’s Common Stock over the most recent five

(5) Business Days immediately preceding the date of delivery of a Purchase Notice.

“Bankruptcy Law”

shall mean Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Beneficial Ownership

Limitation” shall have the meaning specified in Section 7.2(g).

“Business Day”

shall mean any full day on which the Principal Market is open.

“Claim Notice”

shall have the meaning specified in Section 9.3(a).

“Clearing Costs”

shall mean the Investor’s broker and Transfer Agent costs with respect to each deposit of Securities.

“Closing”

shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.1.

“Commitment Amount”

shall mean Ten Million Dollars ($10,000,000).

“Commitment Fee

Amount” shall mean One Hundred Twenty Thousand Dollars ($120,000), subject to adjustment as set forth herein.

“Commitment Fee

Price” shall mean the closing price of the Common Stock on the Trading Day immediately preceding the earlier of (i) the

date on which the Registration Statement is declared effective by the SEC and (ii) the date that is 180 calendar days following the date

hereof (or if such date is not a Trading Day, the immediately preceding Trading Day).

“Commitment Period”

shall mean the period commencing on the Effective Date and ending on December 31, 2028.

“Commitment Shares”

shall have the meaning specified in Section 6.4(a).

“Commitment Warrant”

shall have the meaning specified in Section 6.4(b).

“Common Stock”

shall mean the Company’s common stock, $0.0001 par value, and any shares of any other class of ordinary shares, whether now or hereafter

authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the

Company).

“Common Stock

Equivalents” shall mean any securities of the Company entitling 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.

“Convertible Securities”

shall mean 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, shares of Common Stock) or any of its Subsidiaries.

“Company”

shall have the meaning specified in the preamble to this Agreement.

“Current Report”

has the meaning set forth in Section 6.2.

“Custodian”

shall mean any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

“Damages”

shall mean any loss, claim, damage, liability, cost, and expense (including, without limitation, reasonable attorneys’ fees and

disbursements and costs and expenses of expert witnesses and investigation).

“Designated Brokerage

Account” shall mean the brokerage account provided by the Investor for the delivery of the applicable Securities.

“Document Preparation

Fee” shall mean Twenty Thousand Dollars ($20,000).

“DTC/FAST Program”

shall mean the DTC’s Fast Automated Securities Transfer Program.

“DTC”

shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

“DWAC Eligible”

shall mean that (a) the Common Stock are eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,

without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s

underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Securities are otherwise

eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Securities,

as applicable, via DWAC.

“DWAC Shares”

shall mean shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without

restriction on resale, and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account

with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“DWAC”

shall mean Deposit Withdrawal at Custodian as defined by the DTC.

“Eligible Market”

shall mean the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital

Market.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Cap”

shall have the meaning set forth in Section 7.1(c).

“Effective Date”

shall have the meaning set forth in the first paragraph of this Agreement.

“Indemnified Party”

shall have the meaning specified in Section 9.1.

“Indemnifying

Party” shall have the meaning specified in Section 9.1.

“Indemnity Notice”

shall have the meaning specified in Section 9.3(b).

“Investment Amount”

shall mean the gross price of the Purchase Notice Shares, less Clearing Costs.

“Investor”

shall have the meaning specified in the preamble to this Agreement.

“Irrevocable Transfer

Agent Instructions” shall mean a signed form of irrevocable transfer agent instructions, substantially in the form of Exhibit

D attached hereto, instructing the Transfer Agent to immediately deliver any Purchase Notice Shares to the Investor upon the Transfer

Agent’s receipt of the copy of a Purchase Notice from the Company, without further instruction from the Company.

“Lien”

shall mean a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right, or other restriction.

“Material Adverse

Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company that is material

and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with

the ability of the Company to enter into and perform its obligations under any Transaction Document.

“Note Purchase

Agreement” shall mean that certain Note Purchase Agreement, dated as of April 17, 2026, by and between the Company and the

Investor, pursuant to which the Company has agreed, upon the terms and subject to the conditions of the Note Purchase Agreement, to issue

and sell to the Investor senior secured convertible promissory notes of the Company in an aggregate principal amount of $2,875,000 (such

notes, together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance

with the terms thereof, the “Notes”), convertible into shares (the “Conversion Shares”) of Common

Stock, pursuant to the terms of the Notes.

“PEA Period”

shall mean the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Business Day immediately prior to the filing

of any post-effective amendment to the Registration Statement or any new registration statement, or any annual and quarterly report, and

ending at 9:30 a.m., New York City time, on the Business Day immediately following (i) the effective date of such post-effective

amendment of the Registration Statement or such new registration statement, or (ii) the date of filing of such annual and quarterly

report, as applicable.

“Person”

shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.

“Principal Market”

shall mean the Nasdaq Capital Market.

“Purchase”

shall mean a purchase of Purchase Notice Shares in accordance with the terms and conditions of this Agreement.

“Purchase Notice”

shall mean a Rapid Purchase Notice or VWAP Purchase Notice, as applicable.

“Purchase Notice

Shares” shall mean all shares of Common Stock that the Company shall be entitled to issue as set forth in all applicable

Purchase Notices in accordance with the terms and conditions of this Agreement.

“Rapid Closing

Date” shall have the meaning specified in Section 2.2(b).

“Rapid Purchase

Investment Amount” shall mean the applicable Purchase Notice Shares referenced in the Rapid Purchase Notice multiplied by

the applicable Rapid Purchase Price.

“Rapid Purchase

Notice Date” shall have the meaning specified in Section 2.2(a).

“Rapid Purchase

Notice” shall mean a written notice from Company, substantially in the form of Exhibit A attached hereto (a

“Rapid Purchase Notice Form”), to the Investor and the Transfer Agent setting forth the Purchase Notice Shares

which the Company requires the Investor to purchase pursuant to the terms of this Agreement.

“Rapid Purchase

Price” shall mean the average of the three (3) lowest traded prices of the Common Stock during the Rapid Purchase Valuation

Period.

“Rapid Purchase

Valuation Period” shall mean the two (2) hour period immediately following the written confirmation of the acceptance of

the Rapid Purchase Notice by Investor.

“Registration

Rights Agreement” means the Registration Rights Agreement entered into by and among the Company and the Investor, in the

form attached hereto as Exhibit C.

“Registration

Statement” shall have the meaning specified in Section 6.3.

“Regulation D”

shall mean Regulation D promulgated under the Securities Act.

“Rule 144”

shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.

“SEC Documents”

shall have the meaning specified in Section 4.5.

“SEC”

shall mean the United States Securities and Exchange Commission.

“Securities”

mean (i) the Purchase Notice Shares issued to the Investor by the Company pursuant to this Agreement and (ii) the Commitment Shares.

“Securities Act”

shall mean the Securities Act of 1933, as amended.

“Securities Purchase

Agreement” shall mean the Securities Purchase Agreement entered into by and among the Company and the Investor concurrently

herewith.

“Signing Date”

shall have the meaning set forth in the first paragraph of this Agreement.

“Subsidiary”

means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock

or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the

Securities Act.

“Termination”

shall mean any termination outlined in Section 10.5.

“Transaction Documents”

shall mean this Agreement, the Registration Rights Agreement, the Securities Purchase Agreement, and all schedules and exhibits hereto

and thereto.

“Transfer Agent”

shall mean the transfer agent of the Company as of the Effective Date and any successor transfer agent of the Company.

“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 “VWAP” function (set to 09:30:01 start time and 15:59:59 end time) or, if the foregoing

does not apply, the dollar volume-weighted average price of such security on the OTCQB or OTCQX tiers of OTC Markets 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 OTCID tier of OTC Markets Group Inc.

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 Investor. If the Company and the Investor 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 10.16.

All such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization, or other

similar transaction during such period.

“VWAP Purchase

Closing Date” shall have the meaning specified in Section 2.2(d).

“VWAP Purchase

Investment Amount” shall mean the applicable Purchase Notice Shares referenced in the VWAP Purchase Notice multiplied by

the VWAP Purchase Price.

“VWAP Purchase

Notice Date” shall have the meaning specified in Section 2.2(c).

“VWAP Purchase

Notice” shall mean a written notice from Company, substantially in the form of Exhibit B attached hereto (a

“VWAP Purchase Notice Form”), to the Investor and the Transfer Agent setting forth the Purchase Notice Shares

which the Company requires the Investor to purchase pursuant to the terms of this Agreement..

“VWAP Purchase

Notice Limit” shall mean, for any VWAP Purchase Notice, the maximum amount of Purchase Notice Shares the Company may require

the Investor to purchase per each Purchase Notice, which shall not exceed sixty percent (60%) of the Average Daily Trading Volume immediately

preceding receipt of the applicable VWAP Purchase Notice. Notwithstanding the foregoing, the Investor may waive the VWAP Purchase Notice

Limit at any time to allow the Investor to purchase additional shares.

“VWAP Purchase

Price” shall mean (i) ninety-seven percent (97%) multiplied by the lowest daily VWAP of the Common Stock during the VWAP

Purchase Valuation Period.

“VWAP Purchase

Valuation Period” shall mean the three (3) consecutive Business Days commencing on and including the VWAP Purchase Notice

Date. For the avoidance of doubt, the VWAP Purchase Notice Date shall be the first Business Day in the VWAP Purchase Valuation Period.

Article

PURCHASE AND SALE OF COMMON STOCK

Section 2.1

PURCHASE NOTICES. Subject to the terms and conditions set forth herein (including, without

limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to require the Investor,

by its delivery to the Investor of a Purchase Notice, from time to time, with a copy to the Transfer Agent, to purchase Purchase Notice

Shares, provided that (i) the amount of Purchase Notice Shares shall not exceed the Beneficial Ownership Limitation set forth in Section 7.2(g),

(each such purchase, a “Closing”). The Company may not deliver a subsequent Purchase Notice until the Closing

of an active Purchase Notice, except if waived by the Investor in writing. Furthermore, the Company shall not deliver any Purchase Notices

to the Investor during the PEA Period.

Section 2.2

MECHANICS.

(a) RAPID PURCHASE NOTICE.

At any time and from time to time during the Commitment Period, except during a PEA Period, and except as otherwise provided in this

Agreement, the Company may deliver a Rapid Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Article VII

and otherwise provided herein. The Company shall provide the Transfer Agent with a copy of such Rapid Purchase Notice concurrently with

its delivery to the Investor. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account

alongside the delivery of the Rapid Purchase Notice. A Rapid Purchase Notice shall be deemed delivered on the Business Day (i) a Rapid

Purchase Notice Form is received and accepted by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has

been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 6:00 a.m. Pacific time (the “Rapid

Purchase Notice Date”). If the applicable Rapid Purchase Notice Form is received after 6:00 a.m. Pacific time or the DWAC

of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by

6:00 a.m. Pacific time, then the next Business Day shall be the Rapid Purchase Notice Date, unless waived by the Investor in writing.

Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed

or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each

party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause

to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a)

of this Agreement and the transactions contemplated herein.

(b) RAPID PURCHASE CLOSING.

The Closing of a Rapid Purchase Notice shall occur no later than one (1) Business Day following the Rapid Purchase Notice Date (the

“Rapid Closing Date”), whereby the Investor shall deliver to the Company, by 3:00 p.m. Pacific time on the

Rapid Closing Date, the Rapid Purchase Investment Amount in lawful money of the United States of America by wire transfer of immediately

available funds to an account designated by the Company, provided that the Investor has received the applicable Purchase Notice Shares

as DWAC Shares. The Company shall not issue any fraction of a Common Stock pursuant to any Rapid Purchase Notice. If the issuance would

result in the issuance of a fraction of a Common Stock, the Company shall round such fraction of a Common Stock up to the nearest whole

Common Stock.

At any time and from time to time during the Commitment Period, except during a PEA Period and except as otherwise provided in this Agreement,

the Company may deliver a VWAP Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Article VII

and otherwise provided herein, provided that the amount of Purchase Notice Shares set forth on VWAP Purchase Notice shall not exceed

the VWAP Purchase Notice Limit. The Company shall provide the Transfer Agent with a copy of such VWAP Purchase Notice concurrently with

its delivery to the Investor. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account

alongside the delivery of the VWAP Purchase Notice. A VWAP Purchase Notice shall be deemed delivered on the Business Day (i) a VWAP

Purchase Notice Form is received and confirmed by 6:00 a.m. Pacific time by email by the Investor and (ii) the DWAC of the applicable

Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 6:00 a.m.

Pacific time (the “VWAP Purchase Notice Date”). If the applicable VWAP Purchase Notice Form is received after

6:00 a.m. Pacific time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s

Designated Brokerage Account by 6:00 a.m. Pacific time, then the next Business Day shall be the VWAP Purchase Notice Date, unless waived

by the Investor in writing. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations

to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as

practicable. Each party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions

and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make

effective Section 2.2(c) of this Agreement and the transactions contemplated herein.

(d) VWAP PURCHASE NOTICE

CLOSING. The Closing of a VWAP Purchase Notice shall occur no later than one (1) Business

Day following the VWAP Purchase Valuation Period (the “VWAP Purchase Closing Date”); whereby the Investor shall

deliver to the Company, by 3:00 p.m. Pacific time on the VWAP Purchase Closing Date, the VWAP Purchase Investment Amount in lawful money

of the United States of America by wire transfer of immediately available funds to an account designated by the Company, provided that

the Investor has received the applicable Purchase Notice Shares as DWAC Shares. The Company shall not issue any fraction of a Common

Stock pursuant to any VWAP Purchase Notice. If the issuance would result in the issuance of a fraction of a Common Stock, the Company

shall round such fraction of a Common Stock up to the nearest whole Common Stock.

Article

III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and

warrants the following to the Company:

Section 3.1

INTENT. The Investor is entering into this Agreement and purchasing the Securities for

its own account, and not as nominee or agent, for investment purposes and not with a view towards, or for a sale in connection with, a

“distribution” (as such term is defined in the Securities Act), and the Investor has no present arrangement (whether or not

legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state

securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time in accordance

with federal and state securities laws applicable to such disposition.

Section 3.2

NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity

to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors.

The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its

representatives or agents for legal, tax, or investment advice with respect to this investment, the transactions contemplated by this

Agreement or the securities laws of any jurisdiction.

Section 3.3

ACCREDITED INVESTOR. The Investor is an “accredited investor” (as defined

in Rule 501(a)(3) of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating

the merits and risks of an investment in the Securities. The Investor acknowledges that an investment in the Securities is speculative

and involves a high degree of risk. The Investor represents that it is able to bear any loss associated with an investment in the Company.

Section 3.4

AUTHORITY. The Investor has the requisite power and authority to enter into and perform

its obligations under the Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and

delivery of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized

by all necessary action and no further consent or authorization of the Investor is required. The Transaction Documents to which it is

a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute

the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy,

insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable

principles of general application.

Section 3.5

NOT AN AFFILIATE. The Investor is not an officer, director, or “affiliate”

(as that term is defined in Rule 405 of the Securities Act) of the Company.

Section 3.6 ORGANIZATION

AND STANDING; COMPLIANCE WITH LAWS. The Investor is an entity duly incorporated or formed, validly

existing and in good standing under the laws of the State of Nevada with full right and limited liability company power and authority

to enter into and to consummate the transactions contemplated by the Transaction Documents. The Investor will comply with all U.S. federal

securities laws applicable to its purchase and resale of Common Stocks.

Section 3.7 ABSENCE

OF CONFLICTS. The execution and delivery of the Transaction Documents and the consummation of

the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate

any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any

provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any

of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or

imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary

duty owed by the Investor to any third party, or (d) require the approval of any third-party (that has not been obtained)

pursuant to any material contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to

which any of its assets, operations or management may be subject.

Section 3.8

DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of

the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company.

Section 3.9

MANNER OF SALE. At no time was the Investor presented with or solicited by or through

any leaflet, public promotional meeting, television advertisement, or any other form of general solicitation or advertising.

Section 3.10 PRIOR

COMMUNICATION. The Investor confirms that it is not relying on any communication (written or oral) of the Company or any of its

affiliates, as investment or tax advice or as a recommendation to purchase the Common Stock. It is understood that information and explanations

related to the terms and conditions of the Securities provided by the Company or any of its affiliates shall not be considered investment

or tax advice or a recommendation to purchase the Securities, and that neither the Company nor any of its affiliates is acting or has

acted as an advisor to the undersigned in deciding to invest in the Company.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the

SEC Documents, which SEC Documents shall be deemed a part hereof and shall qualify any representation or otherwise made herein, the Company

represents and warrants the following to the Investor, as of the Effective Date:

Section 4.1

ORGANIZATION OF THE COMPANY. The Company 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. The Company is not in violation

or default of any of the provisions of its certificate of incorporation, bylaws, or other organizational or charter documents. The Company

is duly qualified to conduct business and is in good standing as a foreign corporation 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. The Company has two subsidiaries, as disclosed in the SEC Documents.

Section 4.2 AUTHORITY.

The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction

Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions

contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization

of the Company or its Board of Directors or shareholders is required. The Transaction Documents have 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, or similar laws relating to, or

affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general

application.

Section 4.3

CAPITALIZATION. As of the Effective Date, the Company is authorized to issue a maximum

of 300,000,000 shares of Common Stock, of which there are 29,293,322 shares of Common Stock issued and outstanding as of the Effective

Date. Except as set forth in the SEC Documents, the Company has not issued any capital stock, other than pursuant to the exercise of employee

stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s

employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the Effective

Date. Except as set forth in the SEC Documents, no Person has any right of first refusal, preemptive right, right of participation, or

any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Documents,

there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,

or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe

for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become

bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth in the SEC Documents, the issuance and

sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the

Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price

under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the

Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s

shareholders.

Section 4.4

LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section

12(b) of the Exchange Act. Except as set forth in the SEC Documents, the Company has not, in the twelve (12) months preceding the Effective

Date, received notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company

is not in compliance with the listing or maintenance requirements of such Principal Market. Except as set forth in the SEC Documents,

the Company is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing

and maintenance requirements.

Section 4.5 SEC

DOCUMENTS; DISCLOSURE. The Company has timely filed all reports, schedules, forms, statements

and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section

13(a) thereof, for the one (1) year preceding the Effective Date (or such shorter period as the Company was required by law or

regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference

therein, being collectively referred to herein as the “SEC Documents”). As of their respective dates, the SEC

Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and

other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed 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 light of the circumstances under which they were made, not misleading. The financial statements of the

Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting

requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such

financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis

during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or

(b) in the case of unaudited interim statements, to the extent they may not include 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal,

immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated

by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the

Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public

information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting

transactions in securities of the Company.

Section 4.6

VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance

with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens

imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Section 4.7

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 Purchase Notice Shares, do not and will not: (a) result in a violation of the Company’s certificate or articles

of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an

event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of

the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation of, any

agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to

which the Company is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment

or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of

the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations

as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict

with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or

regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have

a Material Adverse Effect. The Company is not required under federal, state or local 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 the Transaction Documents (other than (i) any SEC or state securities filings that may be required to be

made by the Company in connection with the issuance of Purchase Notice Shares or subsequent to any Closing or any registration statement

that may be filed pursuant hereto, or (ii) the filing of a Listing of Additional Shares Notification Form with the Principal Market, which,

in each case, have been made or will be made in a timely manner); provided that, for purposes of the representation made in this sentence,

the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.

Section 4.8

NO MATERIAL ADVERSE EFFECT. No event has occurred that would have a Material Adverse Effect

on the Company that has not been disclosed in subsequent SEC Documents.

Section 4.9 LITIGATION

AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents, there are no material

actions, suits, investigations, inquiries (including, without limitation, SEC inquiries, FINRA inquiries, or inquiries of the

Principal Market) or similar proceedings (however any governmental agency may name them) pending or, to the knowledge of the

Company, threatened against or affecting the Company or its properties, nor has the Company received any written or oral notice of

any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ,

injunction, or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or

governmental agency which would have a Material Adverse Effect. 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 or any current or former director or officer

of the Company.

Section 4.10

REGISTRATION RIGHTS. Except as set forth in the SEC Documents, no Person (other than the

Investor) has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

Section 4.11

ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE 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 the Transaction Documents

and the transactions contemplated hereby and thereby and that the Investor is not (i) an officer or director of the Company, or (ii) an

“affiliate” (as defined in Rule 144) of the Company. 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 the Transaction Documents and the transactions

contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or agents in connection with the Transaction

Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Purchase Notice

Shares. The Company further acknowledges that the Investor is not acting as a dealer of the Company’s Common Stock (or any other

securities of the Company). The Company further represents to the Investor that the Company’s decision to enter into the Transaction

Documents has been based solely on the independent evaluation by the Company and its representatives.

Section 4.12

NO GENERAL SOLICITATION. Neither the Company, nor any Person acting on its behalf, has

engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities act) in connection

with the offer or sale of the Securities.

Section 4.13

NO INTEGRATED OFFERING. Except as set forth on the Disclosure Schedule, none of the Company,

its affiliates, and 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 cause this offering of the Securities to be integrated with prior offerings

for purposes of any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any

exchange or automated quotation system on which any of the securities of the Company are listed or designated, but excluding shareholder

consents required to authorize and issue the Securities or waive any anti-dilution provisions in connection therewith.

Section 4.14

PLACEMENT AGENT; OTHER COVERED PERSONS. The Company is not aware of any other Person that

has been or will be paid (directly or indirectly) remuneration for solicitation of the Investor in connection with the sale of any Regulation

D Securities.

Article

COVENANTS OF INVESTOR

Section 5.1 SHORT

SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on

its behalf or pursuant to any understanding with it, (i) has executed any Short Sales or established any Synthetic Short Positions

prior to the Effective Date, and (ii) will execute any Short Sales or establish any Synthetic Short Positions during the period from

the Effective Date until this Agreement is terminated. For the purposes hereof, and in accordance with Regulation SHO, the sale of

Common Stock purchased under the applicable Purchase Notice after delivery of the Purchase Notice shall not be deemed a Short Sale

or the establishment of a Synthetic Short Position. The parties acknowledge and agree that during the Rapid Purchase Notice Date and

VWAP Purchase Valuation Period, the Investor may contract for, or otherwise effect, the resale of the subject purchased Purchase

Notice Shares to third parties. The Investor shall, until such time as the transactions contemplated by the Transaction Documents

are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the

existence and terms of this transaction and the information included in the Transaction Documents. “Short Sales” shall

mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act. “Synthetic

Short Position” shall mean any transaction, agreement, or arrangement (or series thereof), including, without limitation, any

put option, short call option, total return swap, contract for difference, equity swap or other derivative transaction, the purpose

or effect of which is to provide an economic benefit to a party in the event of a decline in the trading price of the Common Stock,

regardless of whether such transaction, agreement, or arrangement is required to be reported as a short position under applicable

securities; provided, however, that neither (i) the existence or exercise of the Commitment Warrant nor (ii) the

existence, issuance, or conversion of the Notes, in each case in accordance with their respective terms, shall constitute or be

deemed a Synthetic Short Position for any purpose under this Agreement.

Section 5.2

COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with

respect to shares of Common Stock will be in compliance with all applicable state and federal securities laws and regulations and the

rules and regulations of FINRA and the Principal Market.

Article

COVENANTS OF THE COMPANY

Section 6.1

LISTING OF COMMON STOCK. The Company shall use commercially reasonable efforts to maintain,

so long as any shares of Common Stock shall be so listed, the listing, if required, of all such Common Stock on the Principal Market or

any other Eligible Market during the Commitment Period. The Company shall use its commercially reasonable efforts to continue the listing

or quotation and trading of the Common Stock on the Principal Market or any other Eligible Market (including, without limitation, maintaining

sufficient net tangible assets, if required) and will comply in all respects with the Company’s reporting, filing, and other obligations

under the bylaws or rules of the Principal Market or any other Eligible Market.

Section 6.2

FILING OF CURRENT REPORT. The Company agrees that it shall file a Current Report on Form

8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the

execution of the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current

Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current

Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all

such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report

within one (1) Business Day from the date the Investor receives it from the Company.

Section 6.3 FILING

OF REGISTRATION STATEMENT. The Company shall file with the SEC, within fifteen (15) Business

Days after the Effective Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in

compliance with the terms of the Registration Rights Agreement, covering only the resale by the Investor of the Securities

(including the Commitment Securities) by the Investor; provided, however, that this deadline shall be tolled by one Business Day for

each Business Day that the SEC is closed due to a shutdown of the United States government. The Registration Statement shall relate

to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all

information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the

prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be

disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the

Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company

shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration

Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such

information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of

distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of

the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the

Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company

in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall

have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a

material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which

they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus

which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time)

which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its

commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended

prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Section 6.4

COMMITMENT SHARES.

(a) In consideration

for the Investor’s execution and delivery of, and agreement to perform under this Agreement, the Company shall issue and deliver

to Investor, within three (3) Business Days following the effectiveness of the Registration Statement, as directed by the Investor, a

number of shares of Common Stock (the “Commitment Shares”) equal to the Commitment Fee Amount divided by the

Commitment Fee Price. Notwithstanding the foregoing, to the extent that the issuance of Commitment Shares pursuant to this Section 6.4

would result in the Investor exceeding the Beneficial Ownership Limitation or in the Company exceeding the Exchange Cap, then the Company

shall not issue such Commitment Shares and the portion of such Commitment Shares shall be held in abeyance for the Investor until such

time or times as its right thereto would not result in the Investor exceeding the Beneficial Ownership Limitation and would not result

in the Company exceeding the Exchange Cap, unless shareholder approval is obtained to issue in excess of the Exchange Cap, at which time

or times the Company shall issue such Commitment Shares in such tranches as directed by the Investor to the same extent as if there had

been no such limitations. The foregoing Exchange Cap limitation shall not apply if (A) at any time the Exchange Cap is reached and at

all times thereafter the average price paid for all Common Stock issued under this Agreement and the Securities Purchase Agreement is

equal to or greater than the Minimum Price or (B) the Company is exempt from obtaining shareholder

approval for the issuance of shares of Common Stock above the Exchange Cap under the rules of the Principal Market. For

the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Effective Date, and the issuance of the Commitment

Shares is not contingent upon any other event or condition, including, without limitation, the Company’s submission of a Purchase

Notice to the Investor or the filing or effectiveness of any Registration Statement, and irrespective of any termination of this Agreement.

(b) In

further consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, the Company shall

issue and deliver to Investor, upon execution of this Agreement, a common stock purchase warrant (the “Commitment Warrant”)

to purchase up to $2,000,000 of Common Stock in the form attached hereto as Exhibit E. For

the avoidance of doubt, the Commitment Warrant shall be fully earned as of the Effective Date, and the issuance of the Commitment Warrant

is not contingent upon any other event or condition, including, without limitation, the Company’s submission of a Purchase Notice

to the Investor or the filing or effectiveness of any Registration Statement, and irrespective of any termination of this Agreement.

Section 6.5 SHAREHOLDER APPROVAL. The Company shall use commercially reasonable

efforts to duly call, give notice of, convene, and hold a shareholder meeting (the “Shareholder

Meeting”) as soon as reasonably practicable, but in no event later than May 15, 2026, for

the approval by the Company’s shareholders of the issuance of the Securities pursuant to this Agreement in excess of the Exchange

Cap (the “Shareholder Approval”), the holding of which meeting may be adjourned

one or more times for purposes of soliciting additional votes for the Shareholder Approval for not more than thirty (30) calendar days.

In connection with such Shareholder Meeting, the Company shall provide each shareholder with a proxy statement and shall use its best

efforts to solicit the Shareholder Approval. Notwithstanding the foregoing, if at any such time, 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 issuance of the Securities pursuant

to this Agreement in excess of the Exchange Cap, the Company may satisfy this obligation by obtaining such consent and submitting for

filing with the SEC an Information Statement on Schedule 14C.

Section

6.6 NON-PUBLIC

INFORMATION. Except with respect to the material terms and conditions of the transactions

contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company

covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with

any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto

the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential.

The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities

of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such prior written

consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its

Subsidiaries, or any of their respective officers, directors, agents, employees, or affiliates, not to trade on the basis of, such material,

non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Effective

Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it

nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes,

or the Company reasonably believes constitutes, material non-public information. After the Effective Date, to the extent that any notice

or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public

information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information

with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the

foregoing covenant in effecting transactions in securities of the Company.

Section 6.7 VARIABLE

RATE SECURITIES. From the Effective Date

until the end of the Commitment Period, without the Investor’s prior written consent, the Company shall be prohibited from

effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable

Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities

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 shares of Common Stock at any time after the initial issuance of such Convertible 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

Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of

the Company or the market for shares of Common Stock, other than pursuant to a customary “weighted average”

anti-dilution provision, or (ii) enters into any agreement (including, without limitation, an equity line of credit) whereby the

Company or any Subsidiary may sell securities at a future determined price (other than standard and customary

“preemptive” or “participation” rights or an “at-the-market” offering). The Investor 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. Notwithstanding the foregoing, the Company shall

be permitted to effect a secondary offering of shares of Common Stock or other equity securities of the Company, provided the

aggregate amount such offering does not exceed $10,000,000, (b) a private placement of convertible preferred stock or other

securities convertible or exercisable, as applicable, into Common Stock at a fixed conversion or exercise

price, as applicable, provided that the aggregate amount of such offering does not exceed $10,000,000, and/or (c) a bona fide

purchase order that qualifies for factoring by a traditional commercial factor at a factoring rate of less than 3% per month has a

face value of no less than $5,000,000.

Section

6.8 COMPENSATION

FOR BUY-IN ON FAILURE TO TIMELY DELIVER PURCHASE NOTICE SHARES. In addition to any other

rights available to the Investor, if the Company fails to cause the Transfer Agent to transmit to the Investor the Purchase Notice Shares

in accordance with the provisions of Section 2 above pursuant to a Purchase Notice on or before a VWAP Purchase Closing Date or a

Rapid Closing Date, as applicable, and if after such date the Investor is required by its broker to purchase (in an open market transaction

or otherwise) or the Investor’s brokerage firm otherwise purchases, Common Stock to deliver in satisfaction of a sale by the Investor

of the Purchase Notice Shares which the Investor anticipated receiving upon such Purchase in accordance with the provisions of Section

2 above (a “Buy-In”), then the Company shall (A) pay in cash to the Investor

the amount, if any, by which (x) the Investor’s total purchase price (including reasonable and documented brokerage commissions,

if any) for the Common Stock so purchased in the Buy-In exceeds (y) the amount obtained by multiplying (1) the number of Purchase Notice

Shares that the Company was required to deliver to the Investor in connection such Purchase times (2) the price at which the sell order

giving rise to such purchase obligation was executed, and (B) at the option of the Investor, either treat the Purchase as rescinded under

this Agreement (which would result in no reduction in the Commitment Amount as a result of such attempted Purchase) or deliver to the

Investor the number of Purchase Notice Shares that would have been issued had the Company timely complied with its delivery obligations

hereunder. For example, if the Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect

to an attempted Purchase with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

preceding sentence the Company shall be required to pay the Investor $1,000. The Investor shall provide the Company written notice indicating

the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit the Investor’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 Purchase

Notice as required pursuant to the terms hereof. Notwithstanding the foregoing that the Company shall not be obligated to make any payment

or provide any remedy under this Section 6.8 to the extent that the Transfer Agent’s failure to timely transmit the Purchase Notice

Shares is directly attributable to a delay or failure by the Transfer Agent or is otherwise outside the reasonable control of the Company,

including any delay arising from a systems failure, force majeure event, or other circumstance affecting the Transfer Agent over which

the Company has no authority or influence, so long as the Company has used commercially reasonable efforts to cause the Transfer Agent

to timely deliver such Purchase Notice Shares.

Section 6.9

REGISTRATION FAILURE PAYMENTS. If the Registration Statement is not filed within thirty

(30) days of the Effective Date (the “Required Registration Date”), the Company

shall pay to Investor as partial liquidated damages and not as a penalty a sum equal to $250,000.

Section 6.10

SHAREHOLDER APPROVAL FAILURE PAYMENTS. If the Shareholder Meeting is not held on or before

May 15, 2026 (the “Required Shareholder Meeting Date”), the Company shall

pay to Investor as partial liquidated damages and not as a penalty a sum equal to $250,000.

Section 6.11 SHAREHOLDER APPROVAL FAILURE. If the Shareholder Approval is not

obtained by the first Required Shareholder Meeting Date, the Company shall, during the period beginning on such date and continuing seven

hundred twenty (720) days thereafter, cause an additional Shareholder Meeting to be held every one hundred eighty (180) days until the

Shareholder Approval is obtained.

Article

VII

CONDITIONS TO DELIVERY OF

PURCHASE NOTICE AND CONDITIONS TO CLOSING

Section 7.1

CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES.

The right of the Company to issue and sell the Purchase Notice Shares to the Investor is subject to the satisfaction of each of the conditions

set forth below:

(a) ACCURACY OF INVESTOR’S

REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true

and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such

time.

(b) PERFORMANCE BY INVESTOR.

Investor shall have performed, satisfied, and complied in all respects with all covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, the Company shall not

issue more than 19.99% of the Company’s outstanding Common Stock as of the Effective Date (the “Exchange Cap”)

under this Agreement and the Securities Purchase Agreement unless shareholder approval is obtained to issue in excess of the Exchange

Cap; provided, however, that the foregoing limitation shall not apply if (A) at any time the Exchange Cap is reached and

at all times thereafter the average price paid for all Common Stock issued under this Agreement and the Securities Purchase Agreement

is equal to or greater than $[●] (the “Minimum Price”), a price equal to the lower of (i) the Nasdaq

Official Closing Price of the Common Stock immediately preceding the execution of this Agreement or (ii) the arithmetic average

of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated

in accordance with the rules of the Principal Market (such that, in such circumstance, for purposes of the Principal Market, the transaction

contemplated hereby would not be “below market” and the Exchange Cap would not apply) or (B) the Company is exempt from obtaining

shareholder approval for the issuance of shares of Common Stock above the Exchange Cap under the rules of the Principal Market. Notwithstanding

the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not be required to purchase, any Securities

under this Agreement if such issuance would violate the rules or regulations of the Principal Market. The Exchange Cap shall be reduced,

on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated

by this Agreement under applicable rules of the Principal Market.

Section 7.2

CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE THE PURCHASE NOTICE SHARES.

The obligation of the Investor hereunder to purchase the Purchase Notice Shares is subject to the satisfaction of each of the following

conditions:

(a) EFFECTIVE REGISTRATION

STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall have been

declared effective and shall remain effective for the resale of the Securities, the Company shall not have received notice that

the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has

suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened

to do so, and no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus

shall exist. The Investor shall not have received any notice from the Company that the prospectus and/or any prospectus supplement or

amendment thereto fails to meet the requirements of Section 5(b) or Section 10 of the Securities Act.

(b) ACCURACY OF THE COMPANY’S

REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true

and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations

and warranties specifically made as of a particular date).

COMPANY. The Company shall have performed, satisfied and complied in all material respects with

all covenants, agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by the Company.

(d) NO INJUNCTION.

No statute, rule, regulation, executive order, decree, ruling, or injunction shall have been enacted, entered, promulgated, or adopted

by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the

transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect of prohibiting

or materially adversely affecting any of the transactions contemplated by the Transaction Documents.

(e) ADVERSE CHANGES.

Since the date of filing of the Company’s most recent quarterly report on Form 10-Q , no event that had or is reasonably likely

to have a Material Adverse Effect has occurred.

(f) NO SUSPENSION OF

TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been

suspended by the SEC or the Principal Market, or otherwise halted for any reason, and the Common Stock shall have been approved for

listing or quotation on and shall not have been delisted from or no longer quoted on the Principal Market. In the event of a

suspension, delisting, or halting for any reason, of the trading of the Common Stock during an active Purchase Notice, as

contemplated by this Section 7.2(f), the Investor shall purchase the Purchase Notice Shares in the respective Purchase

Notice at a value equal to $0.0001 per share of Common Stock.

(g) BENEFICIAL

OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the

Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the

Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial

Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g),

in the event that the amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing

Date”) than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of

Common Stock outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when

aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation

following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would result

in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the

Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The

“Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding

immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice, provided that, the Beneficial

Ownership Limitation may be increased up to 9.99% upon mutual written agreement of the Investor and the Company, effective

not less than sixty-one (61) days after such mutual written agreement. To the extent that the Beneficial Ownership Limitation

is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced so it does not exceed the Beneficial

Ownership Limitation.

(h) STOCK PROMOTION.

The Company shall be free from any “stock promotion” flag.

(i) NO

KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect

of causing the effectiveness of the Registration Statement to be suspended or any prospectus or prospectus supplement failing to meet

the requirement of Sections 5(b) or 10 of the Securities Act (which event is more likely than not to occur within the fifteen (15) Business

Days following the Business Day on which such Purchase Notice is deemed delivered).

(j) NO

VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Purchase Notice Shares shall

not violate the shareholder approval requirements of the Principal Market.

(k) DWAC ELIGIBLE.

The Common Stock must be DWAC Eligible and not subject to a “DTC chill”.

(l) SEC DOCUMENTS.

All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company

with the SEC pursuant to the reporting requirements of the Exchange Act after the Effective Date (the “Future SEC Documents”)

shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.

(m) EXCHANGE CAP.

The Exchange Cap has not been reached, unless Shareholder Approval is obtained to issue in excess of the Exchange Cap; provided,

however, that the foregoing limitation shall not apply if (A) at any time the Exchange Cap is reached and at all times thereafter

the average price paid for all Common Stock issued under this Agreement and the Securities Purchase Agreement is equal to or greater

than the Minimum Price or (B) the Company is exempt from obtaining shareholder approval for

the issuance of shares of Common Stock above the Exchange Cap under the rules of the Principal Market. Notwithstanding the foregoing,

the Company shall not be required or permitted to issue, and the Investor shall not be required to purchase, any Securities under this

Agreement if such issuance would violate the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share

basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement

under applicable rules of the Principal Market.

(n) IRREVOCABLE TRANSFER

AGENT INSTRUCTIONS. The Irrevocable Transfer Agent Instructions

shall have been delivered by the Company to, and acknowledged in writing (email being sufficient) by, the Transfer Agent (or any successor

transfer agent).

Article

VIII

LEGENDS

Section 8.1

NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share

certificates representing the Purchase Notice Shares.

Section

8.2 INVESTOR’S COMPLIANCE. Nothing

in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with all applicable securities

laws upon the sale of the Common Stock.

Article

INDEMNIFICATION

Section 9.1

INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees

to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or

entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified

Party”) from and against any Damages, and any action in respect thereof to which the Indemnified Party becomes subject to,

resulting from, arising out of this Agreement or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or

failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement

or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or prospectus

or prospectus supplement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary

to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained

in any preliminary prospectus 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 the light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation

or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under

the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result

primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified

Party’s, recklessness or willful misconduct in performing its obligations under this Agreement; provided, however,

that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising

out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in

reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use

in the Registration Statement, any post-effective amendment thereof, prospectus, prospectus supplement thereto, or any preliminary prospectus

or final prospectus (as amended or supplemented). Notwithstanding anything to the contrary contained herein, the aggregate liability of

any Indemnifying Party under this Article IX shall not exceed the total Commitment Amount under this Agreement; provided, further, that

the foregoing limitation shall not apply to Damages arising from the Indemnifying Party's fraud, gross negligence, or willful misconduct.

Section 9.2

INDEMNIFICATION PROCEDURE.

(a)

A party that seeks indemnification under this Article IX must promptly give the other party notice of any legal action; however,

a delay in notice does not relieve an Indemnifying Party of any liability to any Indemnified Party, except to the extent the Indemnifying

Party shows that the delay prejudiced the defense of the action.

(b)

The Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified

Parties. After assuming the defense, the Indemnifying Party:

(i)

must select counsel (including local counsel if appropriate) that is reasonably satisfactory to the Indemnified Parties;

(ii)

is not liable to the other party for any later attorney’s fees or for any other later expenses that the Indemnified Parties

incur, except for reasonable investigation costs;

(iii) must not

compromise or settle the action without the Indemnified Parties consent (which may not be unreasonably withheld); and

(iv) is not liable

for any compromise or settlement made without its consent.

(c)

If the Indemnifying Party fails to assume the defense within 10 days after receiving notice of the action, the Indemnifying Party

shall be bound by any determination made in the action or by any compromise or settlement made by the Indemnified Parties, and also remains

liable to pay the Indemnified Parties’ legal fees and expenses.

Section 9.3

METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified

Party under Section 9.2 shall be asserted and resolved as follows:

(a)

If any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted

against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third

Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any,

and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that

is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then

reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”)

with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness

after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the

Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been

prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable

within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity

Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the

amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole

cost and expense, to defend the Indemnified Party against such Third Party Claim.

If the Indemnifying Party

notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with

respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to

defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such

Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the

Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent

of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages, that

provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2,

or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a

release from all liability in respect to such claim or litigation). The Indemnifying Party shall have full control of such defense

and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at

the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice

referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that

the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,

that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party,

provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to

contest. Counsel for the Indemnifying Party, who shall conduct the defense of such Third Party Claim

or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably

withheld), and the Indemnified Party may participate in such defense at such party’s expense unless (w) the Indemnifying Party

has agreed in writing to pay such fees or expenses, (x) the Indemnifying Party shall have failed to assume the defense of such claim

within a reasonable time after receipt of notice of such claim from the Indemnified Party hereunder and employ counsel reasonably

satisfactory to the Indemnified Party, (y) the Indemnified Party has reasonably concluded (based upon advice of its counsel) that

there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available

to the Indemnifying Party, or (z) in the reasonable judgment of any such person (based upon advice of its counsel) a conflict of

interest may exist between such person and the Indemnifying Party with respect to such claims (in which case, if the person notifies

the Indemnifying Party in writing that such person elects to employ separate counsel at the expense of the Indemnifying Party, the

Indemnifying Party shall not have the right to assume the defense of such claim on behalf of such person). Notwithstanding the

foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it

irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party Claim.

(i)

If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to

defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute

vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the

Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the

Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner

and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent

will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise

or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and

expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party

Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying

Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of

its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the

Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and

expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying Party’s participation

therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable

costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but

not control, any defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party

shall bear its own costs and expenses with respect to such participation.

(ii) If the

Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the

Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party

within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified

Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a

liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to

the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with

respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of

such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim

Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(b)

If any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve

a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2

specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,

determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying

Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to

the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies

the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify

the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described

in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying

Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand.

If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying

Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the

dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such

legal action as it deems appropriate.

(c)

The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for

any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Third Party

Claim.

(d)

The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified

Party against the Indemnifying Party or others, and (ii) any liabilities to which the Indemnifying Party may be subject.

Article

MISCELLANEOUS

Section 10.1

GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance

with the laws of the State of Nevada without regard to the principles of conflicts of law.

Section 10.2

JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action,

proceeding or counterclaim brought by either of the parties hereto against the other in respect of any matter arising out of or in connection

with the Transaction Documents.

Section 10.3

ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of

the Company and the Investor and their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder

may be assigned by either party to any other Person.

Section 10.4

NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company

and the Investor and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other

Person, except as contemplated by Article IX.

Section 10.5 TERMINATION.

The Company may terminate this Agreement effective either (a) upon five Trading Days’ prior written notice to the Investor, or

(b) concurrently with the closing of any Subsequent Financing (as defined in the Note Purchase Agreement); provided that, in either

case (with respect to the foregoing clause (a) or (b)), (i) there are no outstanding Purchase Notices under which Common

Shares have yet to be issued, and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. 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. In addition, this Agreement shall automatically terminate on the

earlier of (i) the end of the Commitment Period or (ii) the date that, 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, 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. Notwithstanding the foregoing, the provisions of Articles III, IV, V, VI, IX and

the agreements and covenants of the Company and the Investor set forth in this Article X shall survive the termination

of this Agreement; provided, however, that if this Agreement is terminated at any time on or after the Effective Date, Section 6.1

shall automatically terminate on the date that is six (6) months after the later of (A) the date on which Shareholder Approval is

obtained and (B) the date on which the Registration Statement is deemed effective by the SEC; provided further, however, that if

this Agreement is terminated prior to the Effective Date, Section 6.4 shall not survive the termination of this Agreement.

For avoidance of doubt, Section 6.4 shall survive the termination of this Agreement if this Agreement is terminated on or after the

Effective Date.

Section 10.6

ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits thereto, contain

the entire understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior

agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such

documents and exhibits.

Section 10.7

FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other

writing to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and

all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

Notwithstanding the foregoing, the Parties agree that Document Preparation Fee shall be deducted from the applicable Purchase Investment

Amount to be paid by the Investor to the Company for the Purchase Notice Shares, pursuant to the first Purchase Notice delivered pursuant

to this Agreement.

Section 10.8

COUNTERPARTS. The Transaction Documents may be executed in multiple counterparts, each

of which may be executed by less than all of the parties, all of which together will constitute one instrument, will be deemed to be an

original, and will be enforceable against the parties. The Transaction Documents may be delivered to the other party hereto by email of

a copy of the Transaction Documents bearing the signature of the party so delivering the Transaction Documents. The parties agree that

this Agreement shall be considered signed when the signature of a party is delivered by .PDF, DocuSign or other generally accepted electronic

signature. Such .PDF, DocuSign, or other generally accepted electronic signature shall be treated in all respects as having the same effect

as an original signature. The signatories to this Agreement each represent and warrant that they are duly authorized by the parties with

the power and authority to bind the parties to the terms and conditions thereof.

Section 10.9

SEVERABILITY. If any provision of this Agreement becomes or is declared by a court of

competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision;

provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.

Section 10.10 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 the

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.

Section 10.11 NO

STRICT CONSTRUCTION. The Parties acknowledge that they have had an adequate opportunity to

review each and every provision contained in this Agreement and to submit the same to legal counsel for review and comment. The

parties agree with each and every provision contained in this Agreement and agree that the rule of construction that a contract be

construed against the drafter, if any, shall not be applied in the interpretation and construction of this Agreement.

Section 10.12 EQUITABLE

RELIEF. The Company recognizes that if it fails to perform, observe, or discharge any or all

of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore

agrees that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of

proving actual damages. In addition to being entitled to exercise all rights provided herein or granted by law, both parties will be

entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate

compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to

waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be

adequate.

Section 10.13 TITLE

AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of

reference and are not to be considered in construing or interpreting this Agreement.

Section 10.14 AMENDMENTS;

WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after

the date that is one (1) Business Day immediately preceding the initial filing of the prospectus to the Registration Statement

with the SEC. Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a

written instrument signed by both parties hereto, and (ii) 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 exercise thereof or of any other right, power, or privilege.

Section 10.15 PUBLICITY.

The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with

respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public

statement, other than as required by law, without the prior written consent of the other parties, which consent shall not be

unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which

such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the

foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor,

except to the extent required by law. The Investor acknowledges that the Transaction Documents may be deemed to be

“material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may

therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act or the

Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined

solely by the Company, in consultation with its counsel.

Section 10.16 DISPUTE

RESOLUTION.

(a) GOVERNANCE OF ALL

DISPUTES. The parties recognize that disagreements as to certain matters may from time to time

arise out of these Transaction Documents. The parties agree that any disagreements that arise from these Transaction Documents

are to be governed in accordance with this Section 10.16.

(b) SUBMISSION TO DISPUTE

RESOLUTION.

(i)

In the case of a dispute relating to the Average Daily Trading Volume, VWAP Purchase Notice Limit, VWAP, or highest or lowest traded

price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company

or the Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company,

within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Investor

at any time after the Investor learned of the circumstances giving rise to such dispute. If the Investor and the Company are unable to

promptly resolve such dispute relating to such Average Daily Trading Volume, VWAP Purchase Notice Limit, VWAP, or highest or lowest traded

price (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Investor

(as the case may be) of such dispute to the Company or the Investor (as the case may be), then the Company and the Investor may select

an independent, reputable investment bank as mutually agreed upon to resolve such dispute.

(ii) The Investor 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 10.16 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 investment bank was selected (the “Dispute Submission Deadline”) (the documents

referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required

Dispute Documentation”) (it being understood and agreed that if either the Investor or the Company fails to so deliver

all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the

Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written

documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such

dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute

Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Investor or otherwise requested by such

investment bank, neither the Company nor the Investor shall be entitled to deliver or submit any written documentation or other

support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) The Company and

the Investor shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Investor 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 losing party, and such investment bank’s resolution of such dispute

shall be final and binding upon all parties absent manifest error. The terms of this Agreement, each other applicable Transaction

Document, and the Required Dispute Documentation 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 Agreement and any other applicable Transaction Documents.

Faith Attempt To Resolve Other Disputes. If either the Company or the Investor believes

that a dispute not covered by Section 10.16(b) has arisen under these Transaction Documents, that party, prior to commencing

arbitration, must provided the other side with written notice detailing the nature of the alleged dispute. Upon receipt of such

written notice, the parties are required to engage in good faith negotiations in an attempt to resolve the dispute for a

period of not less than fourteen (14) days, such time as may be extended by mutual agreement of the parties. If the Company and the

Investor are unable to resolve such dispute within that fourteen (14) day period (or any period of extension as agreed by the

parties), then either party may pursue resolution of the dispute pursuant to Section 10.16(d).

(d) ARBITRATION.

Any dispute, controversy, difference or claim that may arise between the Company and the Investor in connection with these Transaction

Documents (including, without limitation, any claim that, for whatever reason, was not resolved by the procedures of Section 10.16(b);

and all claims arising out of or relating to the validity, construction, interpretation, enforceability, breach, performance, application

or termination of these Transaction Documents), shall be submitted to binding arbitration to be held in Las Vegas, Nevada, in accordance

with the rules and protocols of the American Arbitration Association.

There shall be only one arbitrator selected in accordance with the rules and protocols

of the American Arbitration Association. The arbitration shall be conducted in English and may be conducted in a virtual setting.

The arbitrator’s decision shall be final and binding and judgment may be entered thereon.

(e) COSTS AND AWARD.

Each side must bear its own costs and legal fees during the pendency of the arbitration. A party’s failure to pay any costs or

fees required to proceed in the arbitration, as they timely come due, shall result in an immediate default against that party. The prevailing

party in the arbitration shall be entitled to recoup all its reasonable attorneys’ fees and costs from the nonprevailing, including,

without limitation, all of its costs relating to the arbitration, excluding only the costs incurred in connection with the procedures

of Section 10.16(b). The arbitrator’s final award shall include this assessment of costs and fees. The nonprevailing party must

promptly pay that award in U.S. dollars, free of any tax, deduction or offset. Further, in the event a party fails to proceed with arbitration,

unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled

to all costs of suit including all reasonable attorneys’ fees and costs incurred in respect to any of these further actions. With

respect to damages, the only damages recoverable under these Transaction Documents are compensatory; both the Company and the Investor

expressly disclaim the right to seek punitive or other exemplary damages.

(f) INJUNCTIVE

RELIEF. Provided a party has made a sufficient showing under applicable law, the arbitrator

shall have the power and authority to invoke, and the parties agree to abide by, equitable relief or interim or provisional relief

from the abritrator, including a temporary restraining order, preliminary injunction, or other interim or permanent equitable

relief. Additionally, nothing in this Section 10.16 shall preclude either party from seeking equitable relief or interim or

provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction, or other

interim or permanent equitable relief, concerning a dispute either prior to or during arbitration if necessary to protect the

interests of such party or to preserve the status quo pending the arbitration proceeding.

(g) Confidentiality.

The arbitration proceeding and subsequent award shall be confidential. The arbitrator shall issue appropriate protective orders to safeguard

each party’s confidential information. Except as required by law (or if necessary to enforce the award), including without limitation

securities regulations, neither party is to make any public announcement with respect to the proceedings or decision of the arbitrator

without the prior written consent of the other party. The existence of any dispute submitted to arbitration, and the award, shall be

kept in confidence by the parties thereto and the arbitrator, except as required in connection with the enforcement of such an award

or as otherwise required by law.

Section 10.17 NOTICES.

All notices, demands, requests, consents, waivers, approvals, and other communications required or permitted hereunder shall be in

writing and, unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable air

courier service with charges prepaid next Business Day delivery, or (c) transmitted by hand delivery, or email as a PDF,

addressed as set forth below or to such other address as such party shall have specified most recently by written notice given in

accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed effective upon

hand delivery or delivery by email at the address 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).

The addresses for such communications

shall be:

If to the Company:

CID Holdco, Inc.

5661 S Cameron St., Suite 100

Las Vegas, Nevada 89118

Attention: Charles Maddox

Email: charlie@daic.ai

with a copy (not constituting notice) to:

Penny J. Minna & Gerry Marshall

DLA Piper LLP (US)

One Atlantic Center

1201 West Peachtree Street, Suite 2900

Atlanta, GA 30309

Email: penny.minna@us.dlapiper.com

If to the Investor:

WHITE LION CAPITAL LLC

21031 Ventura Blvd., Suite 920

Encino, CA 91316

Attention: Yash Thukral, Managing Director

E-mail: team@whitelioncapital.com

With a copy (not constituting notice) to:

Marc A. Indeglia, Esq.

Glaser Weil Fink Howard Jordan & Shapiro LLP

10250 Constellation Boulevard, 19th Floor

Los Angeles, CA 90067

Email: mindeglia@glaserweil.com

Either party hereto may from

time to time change its address or email for notices under this Section 10.17 by giving prior written notice of such changed

address to the other party hereto.

** Signature Page Follows **

IN WITNESS WHEREOF, the

parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Signing Date,

such Agreement being effective as of the Effective Date.

CID Holdco, Inc

By:

/s/ Edmund Nabrotzky

Name:

Edmund Nabrotzky

Title:

Chief Executive Officer

White Lion Capital LLC

By:

/s/ Yash Thukral

Name:

Yash Thukral, JD

Title:

Managing Director

EXHIBIT A

FORM OF RAPID PURCHASE NOTICE

TO: WHITE LION CAPITAL LLC;

We refer to the Common Stock Purchase

Agreement, dated as of April 17, 2026, (the “Agreement”), entered into by and between CID Holdco, Inc., and

White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when

used herein.

We hereby:

Give you notice that we require you to purchase __________ Purchase Notice Shares at the Rapid Purchase ; and

2) Certify that, as of the date hereof, the conditions

set forth in Section 7 of the Agreement are satisfied.

CID Holdco, Inc.

By:

Name:

Title:

EXHIBIT B

FORM OF VWAP PURCHASE NOTICE

TO: WHITE LION CAPITAL LLC;

We refer to the Common Stock Purchase

Agreement, dated as of April 17, 2026, (the “Agreement”), entered into by and between CID Holdco, Inc., and

White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when

used herein.

We hereby:

1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the VWAP Purchase Price; and

2) Certify that, as of the date hereof, the conditions

set forth in Section 7 of the Agreement are satisfied.

CID Holdco, Inc.

By:

Name:

Title:

EXHIBIT C

REGISTRATION RIGHTS AGREEMENT

EXHIBIT D

Irrevocable Transfer Agent Instructions

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED APRIL 17, 2026, BY AND BETWEEN CID HOLDCO, INC. AND WHITE LION CAPITAL, LLC

EX-10.2

Filename: ea028687601_ex10-2.htm · Sequence: 4

Exhibit 10.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement

(this “Agreement”) is entered into effective as of April 17, 2026 (the “Execution Date”),

by and between CID Holdco, Inc, a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada

limited liability company (the “Investor”).

RECITALS

WHEREAS, in connection with the Common Stock Purchase Agreement, dated as of April 17, 2026, by and between the Company and the Investor

(the “Purchase Agreement”), the Company may issue and sell to the Investor, from time to time, and the Investor

shall purchase from the Company, up to $10,000,000 in aggregate gross purchase price of newly issued Purchase Notice Shares;

WHEREAS, in consideration for the Investor’s execution and delivery of the Purchase Agreement, the Company shall issue to the Investor

the Commitment Shares and the Commitment Warrant (each as defined in the Purchase Agreement),

WHEREAS, in connection with the Note Purchase Agreement, dated as of April 15, 2026, by and between the Company and the Investor (the

“Note Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Note

Purchase Agreement, to issue and sell to the Investor senior secured convertible promissory notes of the Company in an aggregate principal

amount of $2,875,000 (such notes, together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect

thereto in accordance with the terms thereof, the “Notes”), convertible into shares (the “Conversion

Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), pursuant

to the terms of the Note); and

WHEREAS, pursuant to the terms of, and in consideration for the Investor entering into the Purchase Agreement and the Note Purchase Agreement,

and to induce the Investor to execute and deliver the Purchase Agreement and the Note 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 the Note 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 and the Note

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(o).

(c)

“Blue 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)

“Company” shall have the meaning assigned to such term in the preamble of this Agreement.

(h)

“Effective Date” means the date that the applicable Registration Statement has been declared effective by the

Commission.

(i)

“Filing Deadline” means within fifteen (15) Business Days after the Execution Date.

(j)

“Indemnified Damages” shall have the meaning assigned to such term in Section 6(a).

(k)

“Initial Registration Statement” shall have the meaning assigned to such term in Section 2(a).

(l)

“Investor” shall have the meaning assigned to such term in the preamble of this Agreement.

(m)

“Investor Party” and “Investor Parties” shall have the meaning assigned to such terms

in Section 6(a).

(n)

“Legal Counsel” shall have the meaning assigned to such term in Section 2(b).

(o)

“New Registration Statement” shall have the meaning assigned to such term in Section 2(c).

(p)

“Note Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

(q)

“Common Stock” shall have the meaning assigned to such term in the recitals to this Agreement.

(r)

“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.

(s)

“Prospectus” means the prospectus in the form included in the Registration Statement at the applicable Effective

Date of the Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporated

by reference therein.

(t)

“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.

(u)

“Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

(v)

“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.

(w)

“Registrable Securities” means Common Stock representing (i) an aggregate of up to $10,000,000 of Purchase

Notice Shares, (ii) the Commitment Shares, (iii) the shares of Common Stock issuable upon exercise of the Commitment Warrant (the “Commitment

Warrant Shares”), (iv) the Conversion Shares, (v) any and all other Common Stock issued or issuable to the Investor pursuant

to the Purchase Agreement or the Note Purchase Agreement, and (vi) any capital stock of the Company issued or issuable with respect to

the Purchase Notice Shares, the Commitment Shares, the Commitment Warrant Shares, the Conversion Shares, or other capital 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 Common Stock are converted or exchanged and shares of capital stock

of a successor entity into which the shares of 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).

(x)

“Registration Period” shall have the meaning assigned to such term in Section 3(a).

(y)

“Registration Statement” means a registration statement or registration statements of the Company filed under

the Securities Act registering the resale by the Investor of Registrable Securities, including without limitation a New Registration Statement,

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.

(z)

“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.

(aa)

“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.

(bb)

“Staff” shall have the meaning assigned to such term in Section 2(c).

(cc) “Transaction

Documents” shall mean this Agreement, the Note Purchase Agreement, the Purchase Agreement, the Notes, the Commitment Warrant,

the Transfer Agent Instruction Letter and all schedules and exhibits hereto and thereto.

(dd)

“Violations” shall have the meaning assigned to such term in Section 6(a).

2. Registration.

(a) Mandatory

Registration. On or before the Filing Deadline, the Company shall file with the Commission an initial Registration Statement on

Form S-1 (or any successor form) registering the resale by the Investor of the maximum number of Registrable Securities as shall

be permitted to be included thereon in accordance with applicable Commission rules, regulations and interpretations (determined as of

two Business Days prior to such submission or filing) 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 Initial Registration Statement shall contain a Prospectus describing the material terms and conditions of the Purchase Agreement and

the Note Purchase Agreement, and disclosing all information relating to the transactions contemplated thereby required to be disclosed

in the Prospectus, including, without limitation, “Selling Stockholder” and “Plan of Distribution” sections in

substantially the forms approved in writing by the Investor, in order to conform, in all material respects when filed with the Commission

pursuant to Rule 424(b) under the Securities Act, and shall otherwise conform to the requirements of the Securities Act and the rules

and regulations thereunder. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement

declared effective by the Commission as soon as reasonably practicable following the filing thereof with the Commission; provided,

however, that the Company’s obligations to include the Registrable Securities in the Initial Registration Statement are contingent

upon the Investor furnishing in writing to the Company such information, and executing such documents, in connection with such registration

as the Company may reasonably request in accordance with Section 4(a).

(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

Glaser Weil Fink Howard Jordan & Shapiro LLP, or such other counsel as thereafter designated by the Investor. The Company shall have

no obligation to reimburse the Investor for any legal fees and expenses of the Legal Counsel incurred in connection with the transactions

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, or the Initial Registration Statement is no

longer effective, the Company shall use its commercially reasonable best efforts, to the extent necessary and permissible, amend the Initial

Registration Statement, cause an existing registration statement that has been filed but not declared effective by the Commission to become

effective, or to file with the Commission one or more additional Registration Statements (which, if the Company shall at such time have

qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, may be Registration Statement(s) on Form

S-3 or any similar short-form Registration Statement in lieu of a Registration Statement on Form S-1) so as to cover all of the Registrable

Securities not covered by the Initial 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

Registration Statement(s) to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration

Statement, a “New Registration Statement”). The Company shall use its commercially reasonable best efforts to

cause each such New Registration Statement to become effective as soon as reasonably practicable following the filing thereof with the

Commission.

(d) No

Inclusion of Other Securities; Statutory Underwriter Status. 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 and receiving the written consent of the Investor, prior to filing such Registration Statement with the Commission. The Investor

acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement

and in any Prospectus contained therein to the extent required by applicable law and to the extent the Prospectus is related to the resale

of Registrable Securities.

(e)

Offering. If the Staff or the Commission seeks to prevent the Company from including any or all of the Registrable Securities

proposed to be registered under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any Registration

Statement, or any Prospectus or Prospectus Supplement, 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), to no more than the maximum number

of securities as is permitted to be registered by the Commission 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 of Registrable Securities 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,

the Company shall use its commercially reasonable best 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 by the Investor; (ii) when such Registrable Security is

held by the Company or one of its Subsidiaries; (iii) such securities are sold by the Investor under circumstances in which all of the

applicable conditions of Rule 144 under the Securities Act are met and (iv) such securities become eligible for sale pursuant to Rule

144 without volume or manner-of-sale restrictions, without the requirement for the Company to be in compliance with the current public

information requirement under Rule 144(c) or Rule 144(i)(2) thereunder.

(g)

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 and

receiving the written consent of the Investor, prior to filing such Registration Statement with the Commission.

3. Related Obligations.

For the duration of the

Registration Period, the Company shall use its commercially reasonable best efforts to effect the registration of the Registrable Securities

in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall

have the following obligations:

(a)

Following the Execution Date, the Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant

to Section 2(a) hereof and one or more New Registration Statements pursuant to Section 2(c) hereof with respect

to the Registrable Securities, and the Company shall use its commercially reasonable best efforts to cause each such Registration Statement

to become effective as soon as practicable after such filing. Subject to Allowable Grace Periods, the Company shall use its commercially

reasonable best efforts to keep each Registration Statement effective (and the Prospectus contained therein available for use) pursuant

to Rule 415 for resales by the Investor of Registrable Securities 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, (ii) the later of the date of termination of the Purchase Agreement and the date of the Note 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 or the Note Purchase Agreement, as applicable)

and (iii) all such securities cease to be Registrable Securities pursuant to Section 2(f)(iii) or Section 2(f)(iv) (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 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(o) of this Agreement, the Company shall use its commercially reasonable best 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 as set forth in such Registration Statement. Without limiting the generality

of the foregoing, the Company covenants and agrees that (i) on the second (2nd) Business 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 Purchase Notice are material to the Company (individually or collectively with all other prior Purchase Notices, the consummation

of which have not previously been reported in any Prospectus Supplement 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, on the first (1st) Business Day immediately following the Closing Date, if a Purchase Notice was properly

delivered to the Investor hereunder in connection with such purchase, the Company shall file with the Commission a Prospectus

Supplement pursuant to Rule 424(b) under the Securities Act with respect to the purchase(s), the total purchase amount for the Purchase

Notice Shares subject to such purchase(s) (as applicable), the applicable Purchase Amount(s) for such Purchase Notice Shares and the net

proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Purchase Notice Shares. To the extent

not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose 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 on Form S-1, Form S-3 or Prospectus

related thereto that 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 have incorporated such report by reference into such Registration Statement and Prospectus,

if applicable and if such ability to incorporate such report by reference is available to the Company at such time, or 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 that created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose

of including or incorporating 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.

(c)

The 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) 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; provided, that the Company shall not have any obligation to modify any information

if the Company expects that so doing would cause (i) the Registration Statement to contain an untrue statement of a material fact or omit

to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Prospectus

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

in light of the circumstances under which they were made, not misleading. 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 nonpublic 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, all documents incorporated

therein by reference, if requested by the Investor, 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 Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

(d)

Without limiting any obligation of the Company under the Purchase Agreement or the Note Purchase Agreement, the Company shall promptly

furnish to the 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, all documents incorporated

therein by reference, if requested by the Investor, (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 and (iii) such other documents,

including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, 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, 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 light of the circumstances under which they were made, not misleading (provided, that in no event shall such notice contain

any material nonpublic information regarding the Company or any of its Subsidiaries), and, subject to Section 3(o), promptly prepare

a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission.

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 (with read receipt) on the

same day of such effectiveness), 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 or the Note Purchase Agreement.

(g)

The Company shall (i) use its commercially reasonable best 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)

Without limiting any obligation of the Company under the Purchase Agreement or the Note Purchase Agreement, the Company shall use its

commercially reasonable best efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement

to be listed on the Principal Market (as defined in the Purchase Agreement), or (ii) secure designation and quotation of all of the

Registrable Securities covered by each Registration Statement on another Eligible Market (as defined in the Purchase Agreement). The Company

shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).

(j)

The Company shall cooperate with the Investor and, to the extent applicable, use its commercially reasonable best efforts to facilitate

the timely preparation and delivery of Registrable Securities, as DWAC Shares (as defined in the Purchase Agreement), to be offered pursuant

to a Registration Statement and enable such DWAC Shares to be in such denominations or amounts (as the case may be) as the Investor may

reasonably request from time to time. 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. At the time such DWAC Shares are offered and sold pursuant to the Registration Statement, such DWAC Shares shall be free from all

restrictive legends (except as otherwise required by applicable federal laws) and may be transmitted by the transfer agent to the Investor

by crediting an account at DTC as directed in writing by the Investor.

(k)

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(o) 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.

(l)

[Reserved].

(m)

The Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)

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 Securities 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.

(n)

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.

(o)

Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(o)), at any time,

the Company may, upon written notice to Investor, delay the filing or effectiveness of any Registration Statement, or 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 shall settle any previously made sales of Registrable

Securities) if the Company determines that in order for such Registration Statement or Prospectus not to contain a material misstatement

or omission, (i) an amendment or supplement thereto would be needed to include information at that time, (ii) the negotiation or consummation

of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the

Company’s board of directors reasonably believes would require additional disclosure by the Company in such Registration Statement

or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure

of which in such Registration Statement or Prospectus would be expected, in the reasonable determination of the Company’s board

of directors, to cause such Registration Statement or Prospectus to fail to comply with applicable disclosure requirements of the Commission,

or (iii) in the good faith judgment of the majority of the members of the Company’s board of directors, such filing or effectiveness

or use of such Registration Statement or Prospectus, as applicable, would be materially detrimental to the Company and, as a result, that

it is essential to defer such filing, effectiveness or use (each, an “Allowable Grace Period”);

provided, however, that in no event shall the Company delay or suspend the filing, effectiveness, or use of any Registration Statement

or Prospectus for a period that exceeds 30 consecutive Business Days or an aggregate of 75 total Business Days in any 365-day period;

and provided, further, the Company shall not effect any such suspension during the applicable valuation period following the applicable

purchase notice date for any Purchase Notice Shares. 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 or delay 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 nonpublic information is no longer applicable). Notwithstanding

anything to the contrary contained in this Section 3(o), 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 or Note Purchase Agreement, as applicable, in connection

with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) 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.

(p)

The Company shall at all times maintain the services of the Transfer Agent (as defined in the Note Purchase Agreement) and DTC (as defined

in the Note Purchase Agreement) with respect to the administration of its Common Stock.

4. Obligations of the Investor.

(a)

At least five (5) 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 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)

The Investor, by its 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 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.

(c)

The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(o)

or the first sentence of 3(f), the Investor shall (i) 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(o) or the first sentence of Section 3(f) or receipt of notice

that no supplement or amendment is required and (ii) maintain the confidentiality of any information included in such notice delivered

by the Company unless otherwise required by law or subpoena. 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 or the Note Purchase Agreement, as applicable, 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(o) 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.

All

reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses

of, the Investor, 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 incurred by the Company, and fees

and disbursements of counsel for the Company, shall be paid by the Company.

6. Indemnification.

(a)

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, 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, 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 reasonable 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 (A) as a result of the Investor

Party’s affirmatively adjudicated fraud, bad faith, negligence or misconduct, or (B) 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 only written information expressly confirmed and consented to in writing by the Investor as furnished by

the Investor for use in any Registration Statement, Prospectus or Prospectus Supplement shall be utilized by the Company for such purposes);

(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 only written information expressly confirmed and consented to in writing by the

Investor as furnished by the Investor for use in any Registration Statement, Prospectus or Prospectus Supplement shall be utilized by

the Company for such purposes); 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 by the Investor 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.

(c)

Promptly 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, and (ii) any liabilities the indemnifying party may be

subject to pursuant to the law.

7. Contribution.

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)

use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule

144;

(b)

use its commercially reasonable 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 or the Note Purchase Agreement) and

the filing of such reports and other documents is required for the applicable provisions of Rule 144;

(c)

furnish 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, (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.

Neither

the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder.

10. Amendment or Waiver.

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 10.17 of the Purchase Agreement.

(c)

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. 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 governing law, construction, validity, enforcement, arbitration, dispute resolution and interpretation of

this Agreement shall be under the same terms as set forth under Article X of the Purchase Agreement, including, without limitation,

Sections 10.1, 10.2, 10.11, 10.12, and 10.16 thereunder. 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 the 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 purchase contained in Article VII of the Purchase Agreement or (ii) any

of the Company’s obligations under the Purchase Agreement or the Note 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 (and in such case, solely for the purposes set forth therein).

(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.

12. Termination.

This

Agreement shall terminate in its entirety upon the date on which the Investor shall no longer hold any Registrable Securities; provided,

that the provisions of Sections 6, 7, 9, 10 and 11 shall remain in full force and effect for the longest

period under applicable laws.

[Signature Pages Follow]

WITNESS WHEREOF, the Investor and the Company have caused their respective signature page to this Registration Rights Agreement to

be duly executed as of the Execution Date.

COMPANY:

CID Holdco, Inc.

By:

/s/ Edmund Nabrotzky

Name: Edmund Nabrotzky

Title: Chief Executive Officer

INVESTOR:

WHITE LION CAPITAL LLC

By:

/s/ Yash Thukral

Name: Yash Thukral, JD

Title: Managing Director

EX-10.3 — NOTE PURCHASE AGREEMENT, DATED APRIL 17, 2026, BY AND BETWEEN CID HOLDCO, INC. AND WHITE LION CAPITAL, LLC

EX-10.3

Filename: ea028687601_ex10-3.htm · Sequence: 5

Exhibit 10.3

Execution Version

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT

(this “Agreement”), dated as of April 17, 2026 (the “Execution Date”), is entered into by and

between CID HOLDCO, INC., a Delaware corporation (the “Company”),

and WHITE LION CAPITAL, LLC, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein

shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.

WHEREAS, the Company

and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules

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

Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Buyer

desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement senior secured

convertible promissory notes of the Company, in the form attached hereto as Exhibit A, up to an aggregate principal amount of $2,875,000

as set forth on the Issuance Schedule attached hereto (such notes, together with any note(s) issued in replacement thereof or as

a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Notes”), convertible

into shares (the “Conversion Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common

Stock”), pursuant to the terms of the Notes; and

WHEREAS, as an inducement

to enter into this Agreement, the Company has agreed to enter into that certain Common Stock Purchase Agreement by and between the Company

and Buyer, dated April 17, 2026 in the form attached hereto as Exhibit B (the “ELOC Agreement”).

NOW THEREFORE, in consideration

of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1. PURCHASE AND SALE OF SECURITIES.

(a) Closings.

(i) On the First Closing Date (as defined below), the Company shall sell and issue to the Buyer and the Buyer

shall purchase a Note in such principal amount, and for such funding price, as set forth on the Issuance Schedule under “First

Closing” (the “First Closing”), which such funding amount shall be $230,000 for the First Closing (the “Funding

Amount”). The date on which Buyer funds such Note shall be the “First Funding Date.”

(ii) Subject to the mutual discretion and mutual written authorization of the Company and the Buyer, on each

Subsequent Closing Date (as defined below), the Company shall sell and issue to the Buyer and the Buyer shall purchase a Note in such

principal amount, and for such funding price, set forth on the Issuance Schedule under “Subsequent Closings” (the “Subsequent

Closings”), which such funding amount shall be equal to the Funding Amount. Each date on which Buyer funds any such Note shall

be a “Subsequent Funding Date.” Each of the First Closing and the Subsequent Closings shall be referred to herein as

a “Closing.” Each of the First Funding Date and the Subsequent Funding Dates shall be referred to herein as a “Funding

Date.”

(iii) For the avoidance of doubt, (A) neither the Company or the Buyer shall have any obligation to sell, issue,

or purchase any Note pursuant to any Subsequent Closing on an Optional Subsequent Closing Date, and (B) each Subsequent Funding shall

require affirmative, mutual written authorization of the Company and the Buyer at the time of such Subsequent Funding.

(b) Closing Dates.

(i) Subject to the mutual written authorization of the Company and the Buyer and the satisfaction (or written

waiver) of the conditions set forth in Section 7 and Section 8 below, the date of the purchase, issuance and sale of the

Note constituting the First Closing pursuant to this Agreement (the “First Closing Date”) shall be within one (1) Trading

Day (i) after the date of the Company’s filing of the Registration Statement with the SEC (as described and defined under Section

5(f) below) and (ii) after the date of the Company’s filing of the Preliminary Proxy Statement with the SEC (as described and

defined in Section 5(g) below).

(ii) Subject to the mutual written authorization of the Company and the Buyer and the satisfaction (or written

waiver) of the conditions set forth in Section 7 and Section 8 below, the date of the purchase, issuance and sale of the

Note constituting the Subsequent Closing immediately following the First Closing Date (the “First Required Subsequent Closing

Date”) shall occur on the date that is the later of (i) the date that is one (1) month after the First Closing Date, (ii) the

date that is one (1) Trading Day after the date the Registration Statement (defined in Section 5(f) below) is declared effective

by the SEC, and (ii) the date that is one (1) Trading Day after the date on which Stockholder Approval (as defined in Section 5(g)

below) is obtained.

(iii) Subject to the mutual written authorization of the Company and the Buyer and the satisfaction (or written

waiver) of the conditions set forth in Section 7 and Section 8 below, the dates of the purchase, issuance and sale of the

Note constituting the Subsequent Closing immediately following the First Required Subsequent Closing Date (the “Second Required

Subsequent Closing Date” and together with the First Required Subsequent Closing Date, the “Required Subsequent Closing

Dates”) shall occur on the date that is the later of (i) the date that is two (2) months after the First Closing Date, (ii)

the date that is one (1) Trading Day after the date the Registration Statement (defined in Section 5(f) below) is declared effective

by the SEC, and (ii) the date that is one (1) Trading Day after the date on which Stockholder Approval (as defined in Section 5(g)

below) is obtained.

(iv) Subject to the mutual written authorization of the Company and the Buyer and the satisfaction (or written

waiver) of the conditions set forth in Section 7 and Section 8 below, the dates of the purchase, issuance and sale of any

Note constituting any Subsequent Closing following the Second Required Subsequent Closing Date (each, an “Optional Subsequent

Closing Date”, and together with the Required Subsequent Closing Dates, the “Subsequent Closing Dates”) shall

occur on such date as is mutually agreed upon in writing by the Company and the Buyer.

Company may elect in its sole discretion that the full remaining principal amount of the Notes be funded in a single disbursement, and

the Company shall sell and issue to the Buyer and the Buyer shall purchase the remaining Notes (an “Accelerated Funding”)

if at the time of such election: (i) the Company has received a bona fide purchase order that qualifies for factoring by a traditional

commercial factor at a factoring rate of less than three percent (3%) per month, and (ii) such purchase order has a face value of no less

than Five Million Dollars ($5,000,000). The Company shall provide Buyer with written notice of its election to exercise Accelerated Funding,

together with reasonable documentation evidencing the qualifying purchase order and indicative factoring terms, no later than five (5)

business days prior to the disbursement of the Accelerated Funding amount.

(d) Form of Payment. On a Funding Date, the Buyer shall deliver the Funding Amount by wire transfer

of immediately available funds, in accordance with the Company’s written wiring instructions.

(e) Original Issue Discount. Each Note shall be purchased at a price reflecting the Original Issue

Discount.

(f) ELOC Agreement. At the First Closing, the Company shall deliver to the Buyer an executed copy of

the ELOC Agreement and all of the ancillary documents contemplated by the ELOC Agreement.

(g) Registration Rights Agreement. At the First Closing, the Company shall deliver to the Buyer an

executed copy of the Registration Rights Agreement and all of the ancillary documents contemplated by the Registration Rights Agreement.

(h) Legal Document Fee. The Company shall reimburse the Buyer a non-accountable amount of $20,000 at

the First Closing and shall be withheld by the Buyer from the Funding Amount at such First Closing.

2. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to the Company that:

(a) Investment Purpose. As of the Execution Date, the Buyer is purchasing the Securities for its own

account for investment only and not with a view towards the public sale or distribution thereof, except pursuant to sales registered or

exempted from registration under the Securities Act; provided, however, that by making the foregoing representation and

warranty, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose

of all or any portion of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the

Securities Act.

(b) Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to

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

the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements,

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

of the Buyer to acquire the Securities.

to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been

requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the

Company. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives

shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section

3 below. Notwithstanding the foregoing, except with respect to the material terms and conditions of the transactions contemplated

by the Transaction Documents, the Borrower covenants and agrees that neither it, nor any other Person acting on its behalf will provide

the Holder or its agents or counsel with any information that constitutes, or the Borrower reasonably believes constitutes, material non-public

information, unless prior thereto the Holder shall have consented in writing to the receipt of such information and agreed with the Borrower

to keep such information confidential. The Borrower understands and confirms that the Holder shall be relying on the foregoing covenant

in effecting transactions in securities of the Borrower. To the extent that the Borrower delivers any material, non-public information

to the Investor without such prior written consent, the Borrower hereby covenants and agrees that the Investor shall not have any duty

of confidentiality to the Borrower, any of its Subsidiaries, or any of their respective officers, directors, agents, employees, or affiliates,

not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law.

The Borrower represents that as of the Effective Date, except with respect to the material terms and conditions of the transaction contemplated

by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Holder or its agents or

counsel with any information that constitutes, or the Borrower reasonably believes constitutes, material non-public information. After

the Effective Date, to the extent that any notice or communication made by the Borrower, or information provided by the Borrower, to the

Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Borrower shall simultaneously

file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Borrower understands and confirms

that the Holder shall be relying on the foregoing representation in effecting transactions in securities of the Borrower.

(d) Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer. This

Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of

the Buyer enforceable in accordance with its terms.

(e) Accredited Investor Status. The Buyer is (i) an “accredited investor” as that term

is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3) (an “Accredited

Investor”), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii)

able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated

with or compensated in any way by the Company or any of its Affiliates or selling agents), to protect its own interests in connection

with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment

in the Securities.

(f) General Solicitation. The Buyer is not purchasing the Securities as a result of any advertisement,

article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over

television or radio or presented at any seminar or any other general solicitation or general advertisement.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer

that as of the Execution Date and as of each Closing Date and as of each Funding Date (or as of such other time expressly specified below):

(a) Corporate Governance Compliance:

(i) Issuance

of Note and Conversion Shares. Each Note has been duly authorized and is being validly issued to the Buyer. The Conversion Shares

have been duly authorized and fully reserved for issuance and, upon conversion of a Note in accordance with its terms, will be validly

issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof, with

the holders being entitled to all rights accorded to a holder of Common Stock. The Conversion Shares shall not be subject to pre-emptive

rights or other similar rights of stockholders of the Company (except to the extent already waived) and will not impose personal liability

upon the holder thereof, other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act.

(ii) Organization

and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State

of Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as

currently conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized, and, to the extent any Subsidiary

is a Material Subsidiary as defined below, such Subsidiary is validly existing and in good standing under the laws of the jurisdiction

of its incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to

carry on its business as currently conducted. Each of the Company and the Material Subsidiaries is not in violation or 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 its Material 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, have or reasonably be expected to result in a Material

Adverse Effect 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.

(iii) Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement

and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and

the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action,

and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement and

the other Transaction Documents 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, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable

principles of general application.

(iv) Capitalization.

As of the Execution Date, the authorized capital stock of the Company is as set forth in the SEC Documents (as defined below). The Company

has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the Execution

Date, the Company’s bylaws, as in effect on the Execution Date, and the terms of all securities convertible into or exercisable

for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

(v) No

Conflicts. The execution, delivery and performance 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 and reservation for issuance

of the Conversion Shares) will not (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles

of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event

that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties

or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any

agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the

Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment

or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property

or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,

cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect), nor is the Company otherwise

in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation

of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate

do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local 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 issue the Conversion Shares or to execute, deliver or perform any of its obligations under this Agreement or the other Transaction

Documents (other than any SEC, FINRA or state securities filings that may be required to be made by the Company subsequent to Closing).

(b) SEC and Offering Compliance:

(i) SEC

Documents. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company

under the Securities Act and the Exchange Act for the Company to be deemed fully “fully reporting” and “current”

and in compliance with the periodic and current reporting requirements of Section 13 or 15(d) of the Exchange Act, and in compliance with

the Rule 144(c)(1) under the Securities Act (the foregoing materials, including the exhibits thereto and documents incorporated by reference

therein, being collectively referred to herein as the “SEC Documents”). The SEC Documents comply in all material respects

with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable

to such SEC Documents, and none of the SEC Documents 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.

(ii) Financial

Statements. The financial statements of the Company included in its SEC Documents (the “Financial Statements”)

comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations

of the SEC as well as other applicable rules and regulations with respect thereto. Such Financial Statements have been prepared in accordance

with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise

indicated in such Financial Statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may

not include 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 operations and cash flows for the periods then ended (subject, in the case of unaudited

statements, to normal, immaterial, year-end audit adjustments). The Company maintains a system of internal accounting controls appropriate

for its size. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance

sheet entity that is not disclosed by the Company in its Financial Statements or otherwise that would be reasonably likely to have a Material

Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

the Company confirms that neither it nor any other Person acting on its behalf has provided the Buyer or its agents or counsel with any

information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that

the Buyer will rely on the foregoing representation in effecting transactions in securities of the Company.

(iii) Acknowledgment

Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the 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 the Buyer is neither (i) an officer or director of the Company or any of its Subsidiaries, nor (ii) an “affiliate” (as

defined in Rule 144) of the Company or any of its Subsidiaries. The Company further acknowledges that the Buyer is not 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 the Buyer’s purchase

of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents

has been based solely on the independent evaluation by the Company and its representatives.

(iv) No

Integrated Offering. Neither the Company, nor any person acting on its or their behalf, has directly or indirectly made any offers

or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities

Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other

issuance of the Company’s securities (past, current or future) for purposes of any stockholder approval provisions applicable to

the Company or its securities.

(v) Brokers.

No broker is entitled to a commission payable by the Company in connection with the transactions contemplated by this transaction and

the Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar

payments relating to this Agreement or the transactions contemplated hereby. Any all fees due to any brokers shall be paid and satisfied

by the Company at the Closing.

(vi) Disclosure.

All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer

in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to

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

were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its

or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires

public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose

that the Company’s reports filed under the Exchange Act are being incorporated into a qualified filing pursuant to Regulation of

the Securities Act, by the Company under the Securities Act).

(vii) No

Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities

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 hereunder, 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”

and, together, “Issuer Covered Persons”) is subject to any of the “bad actor” disqualifying events described

in Rule 506(d)(1)(i)(viii) under the Securities Act (each, 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.

(viii) Other

Covered Persons. The Company is not aware of any Person (other than any Issuer Covered 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.

(ix) No

General Solicitation; Placement Agent. 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. Neither the Company nor any of its Subsidiaries has engaged any placement agent in connection

with the sale of the Securities. In the event that a broker-dealer or other agent or advisory is engaged by the Company subsequent to

the Closing, 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 in connection with the sale of the Securities. The Company shall pay, and hold the 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.

(x) Investment

Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, 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.

(xi) 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 sale and transfer of the Securities to be sold to the 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.

(xii) Compliance

with Rule 15c2-11. On the Closing Date, and at all times that any of the Securities remain outstanding, the Company shall maintain

as publicly available all information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021),

as amended, such that brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit

any such quotation for publication, shall be able to comply with Rule 15c2-11(a).

(i) Absence

of Certain Changes. No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary that has not

been disclosed in the SEC Documents.

(ii) Absence

of Litigation. Except as disclosed in the SEC Documents, there are no actions, suits, investigations, inquiries or proceedings pending

or, to the Knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties,

nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have

a Material Adverse Effect or would require disclosure under the Securities Act or the Exchange Act. No judgment, order, writ, injunction

or decree or award has been issued by or, to the Knowledge of the Company, requested of any court, arbitrator or governmental agency which

would have a Material Adverse Effect. Except as disclosed in the SEC Documents 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 Subsidiary or any current or former director

or officer of the Company or any Subsidiary.

(iii) Patents,

Copyrights, etc. The Company and the 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 (“Intellectual

Property”). None of the Company’s nor any Subsidiary’s Intellectual Property rights have expired or terminated,

or, by the terms and conditions thereof, could expire or terminate within two years from the Execution Date other than by default under

agreements that grant such rights. The Company does not have any Knowledge of any infringement by the Company and/or any Subsidiary 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 and/or any Subsidiary regarding trademark, trade name, patents, patent rights, invention,

copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably

be expected to have a Material Adverse Effect.

(iv) Tax

Status. The Company and each of its Material Subsidiaries has made or filed all federal and material state and foreign income and

all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent

that the Company and each of its Material Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all

unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown

or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its

books provisions 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 know of no basis for any such claim. The Company has not executed a waiver with respect to the statute

of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns

is presently being audited by any taxing authority.

(v) Certain

Transactions. Except as set forth in the SEC Documents, none of the officers or directors of the Company or any Subsidiary, and to

the Knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the

Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement

providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring

payments to or from any officer, director or such employee or, to the Knowledge of the Company, any entity in which any officer, director,

or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of the lesser of

(i) $120,000 or (ii) one percent of the average of the Company’s total assets at year end for the last two completed fiscal years,

other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the

Company or any Subsidiary and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(vi) Permits;

Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,

permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its

properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and

there is no action pending or, to the Knowledge of the Company, threatened regarding suspension or cancellation of any of the

Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the

Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably

be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notification with

respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts,

defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

(vii) Environmental

Matters. The Company is in compliance with all applicable Environmental Laws in all respects except where the failure to comply does

not have and could not reasonably be expected to have a Material Adverse Effect. For purposes of the foregoing: “Environmental

Laws” means, collectively, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the

Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, as

amended, the Clean Air Act, as amended, the Clean Water Act, as amended, any other “Superfund” or “Superlien”

law or any other applicable federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating

to, or imposing liability or standards of conduct concerning, the environment or any Hazardous Material.

(viii) Title

to Property. Except as disclosed in the SEC Documents, the Company and each Subsidiary has good and marketable title in fee simple

to all real property owned by it and good and marketable title in all personal property owned by it that is material to the business of

the Company and each Subsidiary, in each case free and clear of all Liens and, except for Liens as do not materially affect the value

of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any Subsidiary

and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real

property and facilities held under lease by the Company or any Subsidiary is held under valid, subsisting and enforceable leases with

which the Company is in compliance 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 Subsidiary.

(ix) Internal

Accounting Controls. Except as disclosed in the SEC Documents the Company and each of its Subsidiaries maintain a system of internal

accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance 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 generally accepted accounting principles and to maintain asset accountability,

(iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to

any differences. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable

to it.

(x) Foreign

Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor to the Knowledge of the Company, any director, officer, agent,

employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the

Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political

activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;

violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate,

payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(xi) Insurance.

The Company and each Material Subsidiary is 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 each Material

Subsidiary is engaged. Neither the Company, nor any Material Subsidiary has been refused any insurance coverage sought or applied for,

and the Company has no reason to believe that it or any Material Subsidiary 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 materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of

the Company, taken as a whole.

(xii) No

Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, the Company and its Subsidiaries

have no liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise and whether due or to

become due) other than those liabilities or obligations that are disclosed in the Financial Statements or which do not exceed, individually

in excess of $50,000 and in the aggregate in excess of $200,000. 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 Execution Date 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 in the Financial Statements.

(xiii) Management.

During the past five year period, no current or former officer or director or, to the Knowledge of the Company, stockholder of the Company

or any of its Subsidiaries has been the subject of any matter that would require disclosure under Paragraph (f) of Rule 401 of Regulation

S-K that has not been publicly disclosed.

(xiv) Assets;

Title. Each of the Company and its Subsidiaries has good and valid title to, or a valid leasehold interest in, as applicable, all

of its properties and assets, free and clear of all Liens except (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, and (iv) such as have been disposed of in the ordinary course of business. To the Company’s Knowledge, all tangible

personal property owned by the Company and its Subsidiaries has been maintained in good operating condition and repair, except (x) for

ordinary wear and tear, and (y) where such failure would not have a Material Adverse Effect. To the Company’s Knowledge, all assets

leased by the Company or any of its Subsidiaries are in the condition required by the terms of the lease applicable thereto during the

term of such lease and upon the expiration thereof. To the Company’s Knowledge, the Company and 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 and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects. Any real property and

facilities 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 and its Subsidiaries.

(xv) Subsidiary

Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and to receive dividends and distributions on,

all equity securities of its Subsidiaries as owned by the Company or such Subsidiary.

(xvi) Books

and Records. To the Company’s Knowledge, the books of account, ledgers, order books, records and documents of the Company and

its Subsidiaries accurately and completely reflect all information relating to the respective businesses of the Company and its Subsidiaries,

the nature, acquisition, maintenance, location and collection of each of their respective assets, and the nature of all transactions giving

rise to material obligations or accounts receivable of the Company or its Subsidiaries, as the case may be, except where the failure to

so reflect such information would not have a Material Adverse Effect. To the Company’s Knowledge, the minute books of the Company

and its Subsidiaries contain accurate records in all material respects of all meetings and accurately reflect all other actions taken

by the stockholders, boards of directors and all committees of the boards of directors, and other governing Persons of the Company and

its Subsidiaries, respectively.

(xvii) 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, but not limited to, 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.

(d) General

(i) Acknowledgment

of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the

Conversion Shares upon conversion of the Notes. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion

of a Note is absolute and unconditional regardless of the dilutive effect that such issuances may have on the ownership interests of other

stockholders of the Company.

(ii) Breach

of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this

Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event

of Default.

(iii) Absence

of Schedules. In the event that at the Closing Date, the Company does not deliver and attach hereto any disclosure schedule contemplated

by this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure schedule shall be deemed to read

as follows: “Nothing to Disclose”, and (ii) the Buyer has not otherwise waived delivery of such disclosure schedule.

4. GENERAL COVENANTS.

(a) Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely

each of the conditions described in Section 7 and 8 of this Agreement.

(b) Use of Proceeds. The Company shall use the proceeds from the sale of the Notes and each Funding

to make its scheduled monthly payments under the senior secured convertible note issued by the Company to J.J. Astor & Co., a Utah

corporation (“J.J. Astor”) pursuant to that certain Loan Agreement dated as of December 4, 2025, by and between the

Company and J.J. Astor (including any default amount and accrued interest thereon). In such connection, the Buyer shall wire the proceeds

of each Funding directly to a bank account designated by J.J. Astor, each of which payment shall reduce the outstanding principal amount

of the senior secured convertible notes issued to J.J. Astor (the “J.J. Astor Notes”) and shall be applied to reduce

the monthly instalment payments in the J.J. Astor Notes in the order of the next maturing indebtedness.

the ELOC Agreement and the Registration Rights Agreement, the Company shall apply not less than 80% of all net proceeds received from

the Buyer’s purchase of Common Stock under the ELOC Agreement to prepay the remaining balances due under the J.J. Astor Notes, until

the same shall have been paid in full.

(d) Financial Information. The Company agrees to send or make available the following reports to the

Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy

of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within five (5) days after

upload or filing, any filings made in the SEC Documents, (iii) within one (1) day after release, copies of all press releases issued by

the Company or any of its Subsidiaries relating to the transactions contemplated hereby; and (iv) contemporaneously with the making available

or giving to the stockholders of the Company, copies of any notices or other information the Company makes available or gives to such

stockholders. For the avoidance of doubt, filing the documents required in (i) above via EDGAR or releasing any documents set forth in

(ii) above via a recognized wire service shall satisfy the delivery requirements of this Section 4(d).

(e) Listing. The Company shall work in good faith to secure the listing of the Conversion Shares upon

each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to

official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common

Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon exercise of the Notes. The Company will

obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Trading Market

and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial

Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.

(f) Corporate Existence. So long as the Buyer beneficially owns any of the Securities, the Company

shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event

of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity

in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection

herewith and (ii) is a publicly traded corporation whose Common Stock is listed or quoted for trading on the Trading Market.

(g) No Integration; Other Investors. The Company shall not make any offers or sales of any security

(other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under

the Securities Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the

purpose of any stockholder approval provision applicable to the Company or its securities.

(h) Failure to Comply with the Exchange Act. So long as the Buyer beneficially owns any of the Securities,

the Company shall comply with the reporting requirements of the Exchange Act; and the Company be subject to the periodic reporting and

other reporting requirements of the Exchange Act.

(i) Breach of Covenants. If the Company breaches any of the covenants set forth in this Section

4, then in addition to any other remedies available to the Buyer pursuant to this Agreement, each such breach will be considered an

Event of Default.

(j) Reservation of Shares. The Company covenants that while the Notes remain outstanding, the Company

will reserve from its authorized and unissued Common Stock, three times (3x) the number of shares of Common Stock, free from pre-emptive

rights, that would be issuable upon full, unconditioned conversion of all Notes calculated on the basis of the Conversion Price in effect

as the Closing Date, which such reserved amounts shall be increased by the Company, or upon the written demand of the Buyer, from time

to time. In addition to all other rights in this Agreement and the Notes, if, on any date (the “Reserve Depletion Date”),

the Company does not have available enough authorized shares of Common Stock to satisfy any conversion request regarding a Note, the Company

shall first convert as much as would be permitted based on the number of authorized and available shares of Common Stock and then repay

all remaining outstanding amounts owed under the Notes in full within thirty (30) days of the Reserve Depletion Date at the election of

the Buyer.

(k) Indemnification. Each party hereto (an “Indemnifying Party”) agrees to indemnify

and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if

any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and

regulations thereunder (an “Indemnified Party”) from and against any Damages, joint or several, and any action in respect

thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach

of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this

Agreement.

5. SPECIAL COVENANTS

(a) Repayment from Proceeds. While any portion of any Note is outstanding, if the Company receives

cash proceeds from the issuance of securities pursuant to the ELOC Agreement, or pursuant to the exercise of any purchase under the Warrant,

the Buyer shall have the right in its sole discretion to require the Company to immediately apply up to 10% of such proceeds to repay

all or any portion of the outstanding amounts owed under the Notes.

(b) Compliance with Rule 15c2-11. The Company take all actions to maintain as publicly available all

information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that

brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for

publication, shall be able to comply with Rule 15c2-11(a).

times the Securities are outstanding.

(d) Right of First Refusal. For so long as any Note remains outstanding, prior to entering into any

definitive documents regarding any equity, equity-linked, or debt financing with any third-parties (a “Subsequent Financing”),

the Company shall present the terms of such contemplated Subsequent Financing to the Buyer as a right of first refusal, and the Buyer

shall have the option, in its sole discretion, to participate in such Subsequent Financing on a pro rata basis; provided, however, Buyer

shall not have the right to participate in a Subsequent Financing if the Company elects to use proceeds therefrom to satisfy its obligations

to Buyer pursuant to this Agreement and the Notes. The Company shall deliver to Buyer a written notice of the Company’s intention

to effectuate a Subsequent Financing between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading

Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected

announcement of the subsequent financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between

the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York

City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing. The Buyer shall notify

the Company of its election to participate in the Subsequent Financing in writing within ten (10) Trading Days of receiving notice thereof

from the Company. For the avoidance of doubt a Subsequent Financing shall not include (A) the issuance of Common Stock pursuant to such

an agreement already in existence at the date of this Agreement or pursuant to the Company’s 2024 Equity Incentive Plan, as such

plan may be amended, restated, supplemented, or otherwise modified from time to time, or (B) the issuance of Common Stock in connection

with strategic acquisitions, joint ventures, or other similar strategic transactions.

(e) Roll-Over Rights. For so long as any Note remains outstanding, the Buyer shall have the right,

in its sole discretion to rollover all or any portion of the outstanding principal amount of the Note(s), together with all accrued but

unpaid interest thereon, into the securities issued in a Subsequent Financing on the same terms and conditions applicable to the other

investors participating therein (the “Roll-Over Right”); provided, however, Buyer shall not have the right to exercise

its Roll-Over Right in connection with a Subsequent Financing if the Company elects to use proceeds therefrom to satisfy its obligations

to Buyer pursuant to this Agreement and the Note(s). The Company shall deliver to Buyer a written notice of the Company’s intention

to effectuate a Subsequent Financing as set forth in Section 5(d) above. The Buyer shall notify the Company of its election to exercise

its Roll-Over Right in writing within ten (10) Trading Days of receiving notice thereof from the Company.

(f) Registration Statement. The Company shall file with the SEC, within fifteen (15) Business Days

after the Execution Date, a registration statement on Form S-1 covering the offering and resale of the Securities (the “Registration

Statement”) pursuant to the Registration Rights Agreement. If such Registration Statement is not filed on or before the date

that is fifteen (15) Business Days after the Execution Date, such failure will result in an Event of Default and Buyer shall have the

option, in its sole discretion, to use the Default Conversion Price as the Conversion Price of the Note(s), at any time, and from time

to time, thereafter while any Note remains outstanding.

(g) Stockholder Approval. The Company will use commercially reasonable efforts, including without limitation

by the filing of a proposal in a preliminary proxy statement filed with the SEC on Schedule 14A (the “Preliminary Proxy Statement”)

and, thereafter, a definitive proxy statement filed with the SEC on Schedule 14A (the “Definitive Proxy Statement”),

to obtain Stockholder Approval, which shall expressly allow for issuances of all Securities hereunder, under the ELOC Agreement, and under

the Warrant. If Stockholder Approval is not obtained by May 15, 2026 (as such date may be extended if the meeting is adjourned one or

more times for purposes of soliciting additional votes for the Shareholder Approval for not more than thirty (30) calendar days), such

failure will result in an Event of Default and Buyer shall have the option, in its sole discretion to use the Default Conversion Price

as the Conversion Price of the Notes, at any time, and from time to time, thereafter while the Note(s) remain outstanding. “Stockholder

Approval” means the approval of the holders of a majority of the Company’s outstanding voting Common Stock that are present

or represented by proxy at a meeting, to effectuate the transactions contemplated by this Agreement, the issuance of all of the Securities

in excess the Exchange Cap, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings,

reclassification or similar transaction that proportionately decreases or increases the Common Stock. “Exchange Cap”

means that threshold amount of shares that the Company cannot issue to the Buyer related to this Agreement, and any other agreements with

the Buyer, without first obtaining the approval of the Company’s stockholders in compliance with the rules of the Trading Market.

For the avoidance of doubt, the Company shall obtain Stockholder Approval regarding the issuance to the Buyer of 20% or more of its outstanding

shares of Common Stock as required by the NASDAQ stock market rules regarding the shares of Common Stock issuable under the Notes, the

ELOC Agreement, and the Warrant. The Company shall use its best efforts to permit the Buyer to review and comment upon the proxy statement

within a reasonable time prior to their filing with the SEC, and the Company shall give reasonable consideration to all such comments

(h) Variable Rate Prohibition. For so long as any Note remains outstanding, the Company shall not enter

into, issue, or amend any Variable Rate Transaction or equity-linked financing with price reset or floating conversion features without

Buyer’s prior written consent. Notwithstanding the foregoing, the Company may enter into or amend any Variable Rate Transaction

or equity-linked financing with price reset or floating conversion features without the prior written consent of the Buyer if the use

of proceeds from such transaction is to repay all of the Notes in full and no further Notes may be issued pursuant to this Agreement.

Notwithstanding the foregoing, the Company shall be permitted to effect a secondary offering of shares of Common Stock or other equity

securities of the Company, provided that the aggregate amount such offering does not exceed $10,000,000, (b) a private placement of convertible

preferred stock or other securities convertible or exercisable, as applicable, into Common Stock at a fixed conversion or exercise price,

as applicable, provided that the aggregate amount of such offering does not exceed $10,000,000, and/or (c) a bona fide purchase order

that qualifies for factoring by a traditional commercial factor at a factoring rate of less than 3% per month has a face value of no less

than $5,000,000.

(i) Breach of Covenants. If the Company breaches any of the covenants set forth in this Section

5, then in addition to any other remedies available to the Buyer pursuant to this Agreement, each such breach will be considered an

Event of Default.

6. Transfer Agent Instructions. Prior to registration

of the Conversion Shares under the Securities Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without

any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall

bear the restrictive legend specified in the Notes or Warrants as applicable. The Company warrants that: (i) no stop transfer instructions

will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records

of the Company as and to the extent provided in this Agreement and the Note(s); (ii) it will not direct its Transfer Agent not to transfer

or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate

for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note, as and when required by the Note(s)

or this Agreement; and (iii) it will not fail to direct its Transfer Agent not to remove or impair, delay, and/or hinder its Transfer

Agent from removing any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any

Conversion Shares as contemplated by the terms of this Agreement and the Note(s), as applicable. Nothing in this Section shall affect

in any way the Buyer’s obligations and agreement to comply with all applicable prospectus delivery requirements, if any, upon re-sale

of the Securities. If the Buyer provides the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions

in comparable transactions and upon which the Transfer Agent may rely, to the effect that a public sale or transfer of any Securities

may be made without registration under the Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable

assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion

Shares, promptly instruct its Transfer Agent to issue one or more certificates, free from restrictive legend, in such name and in such

denominations as specified by the Buyer or, in the sole discretion of the Buyer, the Company shall take all action necessary to ensure

that such Common Stock is transferred electronically as DWAC (as defined in the Notes) shares. The Company acknowledges that a breach

by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated

hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate

and agrees, in the event of a breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to

all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing

economic loss and without any bond or other security being required.

7. CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company

hereunder to issue and sell any Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each

of the following conditions thereto, 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:

(a) The Buyer shall have executed this Agreement and delivered the same to the Company.

(b) The Buyer shall have delivered the Funding Amount in accordance with Section 1 above.

of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak

as of a specific date), and the 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 the Buyer at or prior to the First Closing Date.

(d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been

enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory

organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated

by this Agreement.

8. CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder

to purchase any Note and fund any such Note at any Closing is subject to the satisfaction, at or before the applicable Closing Date of

each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer

at any time in its sole discretion:

(a) The Company shall have executed this Agreement and delivered the same to the Buyer on the First Closing

Date.

(b) The Company shall have filed the Registration Statement with the SEC in accordance with Section 5(f) of

this Agreement.

(d) The Company shall have executed the ELOC Agreement and delivered the same to the Buyer on the First Closing

Date.

(e) The Company shall have executed the Registration Rights Agreement and delivered the same to the Buyer

on the First Closing Date.

(f) The Company shall have received authorization and consent from J.J. Astor to grant to Buyer a second priority

Lien and security interest in and to all assets of the Company, including, without limitation, the Intellectual Property of the Company.

(g) The Company shall have delivered to the Buyer the duly executed Note in accordance with Section 1

above on the applicable Closing Date.

(h) The Company shall have delivered to the Buyer the duly executed Transfer Agent Instruction Letter on the

First Closing Date.

(i) The Company shall have delivered a copy of its Directors’ resolutions relating to the transactions

contemplated hereby, the form of which is reasonably acceptable to the Buyer, on the Closing Date.

(j) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been

enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory

organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated

by this Agreement, as of each Closing Date.

(k) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the

Company including but not limited to a change in the Exchange Act reporting status of the Company or the failure of the Company to be

timely in its Exchange Act reporting obligations, as of the subject Closing Date.

(l) The Company shall have delivered to the Buyer a copy of its certificate of good standing with the State

of Delaware dated within five (5) days of the subject Closing.

(m) The Company shall have delivered a legal opinion to the Transfer Agent regarding the issuance of the Conversion

Shares in form and substance acceptable to the Buyer.

(n) The representations and warranties of the Company shall be true and correct in all material respects as

of the date when made and as of the Execution Date and the subject Closing Date as though made at such time (except for representations

and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date) and

the Company 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 the Company at or prior to the subject Closing Date. The Buyer shall

have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the subject Closing Date,

to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer, in the form prescribed by the Buyer.

9. GOVERNING LAW; MISCELLANEOUS.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of

the State of Nevada without regard to principles of conflicts of laws. Any dispute, controversy, difference or claim that may arise between

the Company and the Buyer in connection with these Transaction Documents, shall be submitted to binding arbitration governed by the rules

of the American Arbitration Association. The seat of the arbitration shall be in the State of Nevada and County of Clark. There shall

be only one arbitrator selected in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted

in English and may be conducted in a virtual setting. The arbitrator’s decision shall be final and binding and judgment may be entered

thereon.

(b) JURY TRIAL WAIVER. THE COMPANY AND THE BUYER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING

OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH

THE TRANSACTION DOCUMENTS.

each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when

counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered

to the other party hereto by electronic mail transmission of a copy of this Agreement bearing the signature of the party so delivering

this Agreement.

(d) Headings. The headings of this Agreement are for convenience of reference only and shall not form

part of, or affect the interpretation of, this Agreement.

(e) Severability. In the event that any provision of this Agreement or of any of the Transaction Documents

is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent

that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may

prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

(f) Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the

entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein

or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters.

No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the Buyer and the Company.

(g) Notices. All notices, demands, requests, consents, approvals, and other communications required

or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the

mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges

prepaid, or (d) transmitted by hand delivery, or e-mail, addressed as set forth below or to such other address as such party shall have

specified most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be

given hereunder shall be deemed effective (i) upon hand delivery or delivery by e-mail at the address 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 (ii) on the second business

day following the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully

prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

If to the Company, to:

CID HOLDCO, INC.

5661 S. Cameron St, Suite 100

Las Vegas, NV 89118

Attn: Charles Maddox

E-mail: charlie@daic.ai

If to the Buyer, to:

WHITE LION CAPITAL, LLC

21031 Ventura Blvd #920

Woodland Hills, CA 91364

Attn: Yash Thukral, Managing Director

E-mail: team@whitelioncapital.com

Either party hereto may from

time to time change its address or e-mail for notices under this Section 9(g) by giving prior written notice of such changed address

to the other party hereto.

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties

and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder

without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 4(c), the Buyer may assign its

rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,”

as that term is defined under the Exchange Act, without the consent of the Company.

(i) 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.

(j) Survival. The representations and warranties of the Company and the agreements and covenants set

forth in this Agreement shall survive the Closings hereunder as well as the termination/satisfaction of the Notes until the expiration

of the statute of limitations applicable to matters covered thereby. The Company agrees to indemnify and hold harmless the Buyer and all

their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach by the Company of any

of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement,

including advancement of expenses as they are incurred. The Buyer agrees to indemnify and hold harmless the Company and all its officers,

directors, employees and agents for loss or damage arising as a result of or related to any breach by the Buyer of any of its representations,

warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement

of expenses as they are incurred.

(k) 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 the 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.

(l) No Strict 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.

(m) Remedies.

(i) The

Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent

and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations

under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of

this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to

the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement 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.

(ii) In

addition to any other remedy provided herein or in any document executed in connection herewith, the Company shall pay the Buyer for all

costs, fees and expenses in connection with any arbitration, litigation, contest, dispute, suit or any other action to enforce any rights

of the Buyer against the Company in connection herewith, including, but not limited to, costs and expenses and attorneys’ fees,

and costs and time charges of counsel to the Buyer; provided, however, that the Company’s obligation to pay such costs, fees,

and expenses shall only arise if and to the extent the Buyer prevails in such arbitration, litigation, contest, dispute, suit, or other

action.

(n) Publicity. The Company and the Buyer shall have the right to review a reasonable period of time

before issuance of any press releases, SEC, Trading Market, or FINRA filings, or any other public statements with respect to the transactions

contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to

make any press release or SEC, Trading Market or FINRA filings with respect to such transactions as is required by applicable law and

regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall

be provided with a copy thereof).

10. DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings

specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate”

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

by, or is under common control with, such Person, and the term “control” (including the terms “controlled by”

and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction

of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Common Stock Equivalents”

shall mean any securities of the Company entitling the holder thereof to acquire at any time shares of 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, shares of Common Stock.

“Conversion Price”

has the meaning set forth in the Note.

“Damages”

shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements

and costs and expenses of expert witnesses and investigation).

“Default Conversion

Price” has the meaning set forth in the Note.

“Event of Default”

has the meaning set forth in the Note.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Hazardous Material”

means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling, storage, disposal, treatment

or emission of which is subject to any Environmental Law.

“Knowledge”

including the phrase “to the Company’s Knowledge” shall mean the actual knowledge after reasonable investigation

of the Company’s officers and directors.

“Lien”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or any other restriction.

“Material Adverse

Effect” means any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries

that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that prohibits or

otherwise materially interferes with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under

any Transaction Document.

“Material Subsidiary”

means any Subsidiary with assets, liabilities or operations that is material to the business, operations, properties or financial condition

of the Company.

“Original Issue Discount”

or “OID” means the discount from the original principal amount at which each Note is sold to the Buyer, equal to twenty

percent (20%).

“Person”

means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or

political subdivision or an agency or instrumentality thereof.

“Registration Rights

Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Buyer, in the

form of Exhibit C attached hereto.

“Securities”

means, collectively, the Notes, the Conversion Shares, and any other securities of the Company issued in connection with or in exchange

for any of the foregoing.

“Subsidiary”

or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,

owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of

Regulation S-K promulgated under the Securities Act.

“Trading Day”

shall mean a day on which the NASDAQ stock market shall be open for business.

“Trading Market”

means the NASDAQ stock market.

“Transaction Documents”

shall mean this Agreement, the Note, the Transfer Agent Instruction Letter and all schedules and exhibits hereto and thereto.

“Transfer Agent”

shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.

“Transfer Agent Instruction

Letter” means the letter from the Company to the Transfer Agent in the form of Exhibit D attached hereto, or in such

other form approved by the Buyer. .

“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) 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, including, but not limited to, an “equity

line of credit”, an “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.

“Warrant”

means that certain warrant to purchase Common Stock issued by the Company to the Buyer under the ELOC Agreement.

** signature page follows **

IN WITNESS WHEREOF,

the Buyer and the Company have caused their respective signature page to this Note Purchase Agreement to be duly executed as of the Execution

Date.

COMPANY:

CID HOLDCO, INC.

By:

/s/ Edmund Nabrotzky

Name:

Edmund Nabrotzky

Title:

Chief Executive Officer

BUYER:

WHITE LION CAPITAL, LLC

By:

/s/ Yash Thukral

Name:

Yash Thukral, JD

Title:

Managing Director

** Signature Page to Note Purchase Agreement **

ISSUANCE SCHEDULE

FIRST CLOSING

(1)

(2)

(3)

Buyer

Face Value of Note

Funding

Amount

White Lion Capital, LLC

$ 287,500

$ 230,000

SUBSEQUENT CLOSINGS

(1)

(2)

(3)

Buyer

Face Value of Note

Funding

Amount

White Lion Capital, LLC

$ 287,500

$ 230,000

White Lion Capital, LLC

$ 287,500

$ 230,000

White Lion Capital, LLC

$ 287,500

$ 230,000

White Lion Capital, LLC

$ 287,500

$ 230,000

White Lion Capital, LLC

$ 287,500

$ 230,000

White Lion Capital, LLC

$ 287,500

$ 230,000

White Lion Capital, LLC

$ 287,500

$ 230,000

White Lion Capital, LLC

$ 287,500

$ 230,000

White Lion Capital, LLC

$ 287,500

$ 230,000

EXHIBITS

A – FORM OF NOTE

B – FORM OF ELOC AGREEMENT

C – FORM OF REGISTRATION RIGHTS AGREEMENT

D - TRANSFER AGENT INSTRUCTIONS

EX-10.4 — FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

EX-10.4

Filename: ea028687601_ex10-4.htm · Sequence: 6

Exhibit 10.4

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES

REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED

(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,

OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT

REQUIRED UNDER SAID ACT OR (II) UNLESS 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.

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE

DISCOUNT (“OID”) OF 20%. PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1). CHARLES MADDOX, A REPRESENTATIVE OF THE COMPANY,

WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED

IN TREASURY REGULATION §1.1275-3(b)(1)(i). CHARLES MADDOX MAY BE REACHED AT THE TELEPHONE NUMBER HERETOFORE PROVIDED TO THE HOLDER.

Original Principal Amount: $[●] Issue Date: [●]

FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY

NOTE

FOR VALUE RECEIVED,

as of [●] (the “Issue Date”), CID Holdco, Inc., a

Delaware corporation (hereinafter called the “Borrower” or “Company”), hereby promises to pay to

the order of White Lion CapitaL, LLC, a Nevada limited liability company, or its

registered assigns (the “Holder”), the amount set forth above as the Original Principal Amount (as reduced pursuant

to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal Amount”), payable upon the earlier

of maturity or upon prepayment of this Note as set forth herein. The term “Note” and all references thereto, as used

throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended

or supplemented. This Note has been issued with an original issue discount of twenty percent (20%). Interest shall accrue hereunder at

the rate of 8% per annum on the Principal Amount of this Note; provided, however, that the interest for the first six months on the Principal

shall accrue immediately and be guaranteed. The maturity date of this Note shall be the six (6) month anniversary of the Issue Date

(the “Maturity Date”), and is the date upon which the Principal Amount, as well as any accrued and unpaid interest

and other fees, shall be due and payable. This Note may be prepaid in whole or in part as explicitly set forth herein. All payments

due hereunder (to the extent not converted into common stock of the Company, $0.0001 par value per share (the “Common Stock”)

in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such

address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever

any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due

on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note

is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest

due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day

on which commercial banks in the city of Los Angeles, California are authorized or required by law or executive order to remain closed.

Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Note Purchase Agreement

dated April 17, 2026 between the parties, pursuant to which this Note was originally issued (as amended and/or restated from time

to time, the “Purchase Agreement”). The consideration delivered to the Borrower at the closing for the issuance of

this Note is the delivery of $[●] of cash, as contemplated by the Purchase Agreement.

This Note is free from all

taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar

rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The Company hereby affirms

all of its obligations to the Holder under all of the Transaction Documents and agrees and affirms as follows: (i) that as of the Issue

Date, the Company has performed, satisfied and complied in all material respects with all the covenants, agreements and conditions under

each of the Transaction Documents to be performed, satisfied or complied with by the Company; (ii) that the Company shall continue to

perform each and every covenant, agreement and condition set forth in each of the Transaction Documents and this Note, and continue to

be bound by each and all of the terms and provisions thereof and hereof; (iii) that as of the Issue Date, no default or Event of Default

has occurred or is continuing under the Purchase Agreement, the Note or any other Transaction Documents, and no event has occurred that,

with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under the Purchase Agreement,

the Note or any other Transaction Documents; and (iv) that as of the Issue Date, no event, fact, or other set of circumstances has occurred

which could reasonably be expected to have, cause, or result in a Material Adverse Effect. “Material Adverse Effect”

means any effect on the business, operations, properties, or financial condition of the Company and/or its Subsidiaries that is material

and adverse to the Company and/or such Subsidiaries and/or any condition, circumstance, or situation that prohibits or otherwise materially

interferes with the ability of the Company and/or its subsidiaries to enter into and/or perform its obligations under any Transaction

Document.

The Company hereby acknowledges,

represents, warrants and confirms to the Holder that: (i) each of the Transaction Documents executed by the Company are valid and binding

obligations of the Company, enforceable against the Company in accordance with their respective terms; and (ii) no oral representations,

statements, or inducements have been made by Holder, or any agent or representative of Holder, with respect to this Note, any other Note,

the Purchase Agreement, and all other Transaction Documents.

This Note shall be a second

senior secured obligation of the Borrower, with priority over all existing and future Indebtedness (as defined below) of the Borrower

except as provided for herein. The obligations of the Borrower under this Note are secured by all of the assets, personal property of

every kind, intellectually property, claims and products and proceeds of the foregoing, of the Borrower (the “Collateral”).

So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through any subsidiary

or affiliate) incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and

performance) the Borrower’s obligations hereunder. Notwithstanding anything herein to the contrary, this Note shall be a second

priority lien on and security interest in the Collateral and the exercise of any right or remedy by the Holder is subject to the senior

first priority lien and security interest (the “First Lien”) perfected and secured pursuant to that certain Loan Agreement

dated December 4, 2025, between the Company and J.J. Astor & Co., a Utah corporation. For purposes of this paragraph, the term “Borrower”

shall include any subsidiary of the Borrower in addition to the Borrower. As used herein, the term “Indebtedness” means

(a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any type

of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the Company’s

SEC filings or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced

by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance

the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price

of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through

(c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses

(a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the

holder of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on

property (including accounts and contract rights) owned by the Borrower, whether or not the Borrower has assumed or become liable for

the payment of such obligation. The Borrower shall take all actions required to perfect the second priority security interest of the Holder

in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning

of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC. Subject to the First Lien, the Borrower shall immediately take all actions

as may be requested from time to time by the Holder so that control of such Collateral is obtained and at all times held by the Holder.

All of the foregoing shall be at the sole cost and expense of the Borrower. The Borrower hereby irrevocably authorizes the Holder at any

time and from time to time to file in any relevant jurisdiction any financing statements, or file any documents with the United States

Patent and Trademark Office and the United States Copyright Office, for the purpose of perfecting, confirming, continuing, enforcing or

protecting the second priority security interest granted by the Borrower hereunder, without the signature of the Borrower where permitted

by law.

The following additional

terms shall also apply to this Note:

ARTICLE

CONVERSION RIGHTS

1.1 Conversion

Right. The Holder shall have the right at any time, and from time to time, on or after the Issue Date until the complete satisfaction

by the Borrower of all amounts owed under this Note to convert all or any part of the outstanding and unpaid Principal Amount, interest,

fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock

exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter

be changed or reclassified, at the Conversion Price (as defined below) selected by the Holder for any particular conversion, determined

as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled

to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares

of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially

owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of

the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares

of Common Stock issuable upon the Conversion of the portion of this Note with respect to which the determination of this proviso is being

made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock

(the “Ownership Limitation”), provided that, the Holder may increase the Ownership Limitation up to 9.99% at its sole

discretion upon sixty-one (61) days prior written notice to the Company. For purposes of the proviso to the immediately preceding sentence,

beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934

Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of

Common Stock to be issued upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) (the

numerator) by the applicable Conversion Price then in effect on the date specified in the notice of conversion (the denominator), in the

form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Holder in accordance

with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting

in, or reasonably expected to result in, notice) to the Borrower before 8:00 p.m., New York, New York time on such conversion date (the

“Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note,

the sum of (1) the Principal Amount of this Note to be converted in such Conversion plus (2) at the Holder’s option, accrued

and unpaid interest, if any, on such Principal Amount at the interest rates provided in this Note to the Conversion Date.

1.2 Conversion

Price. Subject to the adjustments described herein, this Note shall be convertible into shares of Common Stock at any time, and from

time to time, in any portion at the Conversion Price. The Conversion Price shall be automatically adjusted equitably for stock splits,

stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of

the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:

(a) Variable

Conversion Price. At any time, and from time to time, the Holder may utilize the Variable Conversion Price for conversions of this

Note into Common Stock. The Variable Conversion Price shall be a rate per share equal to 80% multiplied by the Market Price (as defined

herein) (the “Variable Conversion Price”). “Market Price” means the lowest daily VWAP of the Common

Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading

Price” means the lowest volume-weighted average daily price as reported on the principal securities exchange or trading market

where such security is quoted, listed or traded or, if no trading price of such security is available in any of the foregoing manners,

the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National

Quotation Bureau, Inc. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the

NASDAQ stock market or on the principal securities exchange or other securities market on which the Common Stock is then being quoted

or traded.

(b) Additional

Conversion Considerations. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per

share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock

to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares

of the Borrower’s Common Stock have not been delivered within two (2) business days to the Holder after its transmittal of the Notice

of Conversion, the Notice of Conversion may be rescinded by the Holder in its sole discretion. If the Trading Price cannot be calculated

for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by

the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such

Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock,

then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion

Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such

additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon

such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by

the Holder to the par value price. The Note is convertible into shares of Common Stock at any time, and from time to time either of the

Variable Conversion Price or the Default Conversion Price then in effect. “Conversion Price” means the then applicable

Variable Conversion Price or Default Conversion Price or other conversion price as determined in accordance with this Note.

Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection

with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve

such dispute in accordance with this Note.

1.3 Authorized

Shares. The Borrower covenants that during the period the Conversion right exists, the Borrower will reserve from its authorized and

unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the

full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved

three times (3x) the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the

Note in effect from time to time) (the “Reserved Amount”). Notwithstanding the foregoing, the Borrower shall be permitted

to reduce the Reserved Amount in connection with a transaction where the use of proceeds is to repay the Notes in full and if no further

Notes may be issued pursuant to the Purchase Agreement. The Borrower represents that upon issuance, such shares of Common Stock will be

duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to

its capital structure which would change the number of shares of Common Stock into which this Note shall be convertible at the then current

Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares

of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) represents

that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note,

and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty

of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms

and conditions of this Note.

Borrower’s failure to

maintain or to replenish the Reserved Amount within two (2) business days of a request of the Holder, shall be an Event of Default under

this Note.

1.4 Method

of Conversion.

(a) Mechanics

of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to

time on or after the Issue Date, by (i) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means

of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time) and (ii) subject to Section 1.4(b),

surrendering this Note at the principal office of the Borrower.

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal

Amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and

the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require

physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall,

prima facie, be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this

Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid

and unconverted Principal Amount of this Note represented by this Note may be less than the amount stated on the face hereof.

of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable

means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the

Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates (or electronic shares

via DWAC transfer, at the option of Holder) for the Common Stock issuable upon such conversion within one (1) business day after such

receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal Amount hereof, surrender

of this Note) in accordance with the terms hereof. Notwithstanding the foregoing, if the Notice of Conversion is received by Borrower

prior to (i) an effective registration statement being declared effective or (ii) an exemption from registration being available, the

securities issued to Holder shall be “restricted” (as such term is defined under the 1933 Act.

(d) Obligation

of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the

holder of record of the Common Stock issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid

interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article

I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the

Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice

of Conversion as provided herein and not rescinded such Notice of Conversion in connection with Section 1.2(b) herein, the Borrower’s

obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of

any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment

against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower

to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder

of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower

to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date

so long as the Notice of Conversion is received by the Borrower before 8:00 p.m., New York, New York time, on such date.

(e) Delivery

of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion,

provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)

program and subject to Section 1.5 below, upon request of the Holder and its compliance with the provisions contained in Section

1.1 and in this Section 1.4, the Borrower shall cause its transfer agent to electronically transmit the Common Stock issuable

upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC (as designated by the Holder in a Notice

of Conversion) through its Deposit Withdrawal At Custodian (“DWAC”) system.

(f) Failure

to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other remedies,

including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this

Note is not delivered by the Deadline the Borrower shall pay to the Holder $1,000.00 per day in cash, for each day beyond the Deadline

that the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate to the Holder or credit the

Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s

conversion of any Conversion Amount (under Holder’s and Borrower’s expectation that any damages will tack back to the Issue

Date). Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option

of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be

added to the Principal Amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and

such additional Principal Amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees

that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference

with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages

provision contained in this Section 1.4(f) are justified. Notwithstanding the foregoing, the Company shall not be obligated to

make any payment or provide any remedy under this Section 1.4(f) to the extent that the Transfer Agent’s failure to timely transmit

the shares of Common Stock is directly attributable to a delay or failure by the Transfer Agent or is otherwise outside the reasonable

control of the Borrower, including any delay arising from a systems failure, force majeure event, or other circumstance affecting the

Transfer Agent over which the Borrower has no authority or influence, so long as the Company has used commercially reasonable efforts

to cause the Transfer Agent to timely deliver such shares of Common Stock.

(g) Rescindment

of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion Date confirming

the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s Common Stock requested

in the Notice of Conversion within one (1) business day from the date of receipt of the Notice of Conversion, (iii) the Holder is unable

to procure a legal opinion required to have the shares of the Borrower’s Common Stock issued unrestricted and/or deposited to sell

for any reason related to the Borrower’s standing, (iv) the Holder is unable to deposit the shares of the Borrower’s Common

Stock requested in the Notice of Conversion for any reason related to the Borrower’s standing, or (v) if there is a trading restriction

on the Common Stock on the day of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind

the Notice of Conversion with a “Notice of Rescindment.”

1.5 Concerning

the Shares. Until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the 1933

Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that

can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included

in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that

permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE OR SALE

OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE

SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED

BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE

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

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above

shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower

or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the 1933 Act, which

opinion shall be reasonably accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable

upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under

the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date

that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect

to the transfer of securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, and does

not provide a suitable replacement opinion to the Holder within five (5) business days, it will be considered an Event of Default pursuant

to Section 3.2 of the Note.

1.6 Effect

of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the

assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of

the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into

any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default

(as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and

as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant

to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership,

association, trust or other entity or organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the

Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result

of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter

have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu

of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would

have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without

regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the

rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment

of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as

may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect

any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent reasonably practicable, thirty (30) days

prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders

to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,

reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)

the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b).

The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Due to Dilutive Issuance. If, at any time when this Note is issued and outstanding, the Borrower issues or sells, or in accordance

with this Section 1.6(c) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration

per share less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a

“Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount

of the consideration per share received by the Borrower in such Dilutive Issuance, subject to the Holder’s other rights under Section

1.2 to select its Conversion Price; provided, however, that a Dilutive Issuance shall not include any issuance or sale (or deemed

issuance or sale) of securities pursuant to or in connection with (i) the Borrower's 2024 Equity Incentive Plan, as such plan may be amended,

restated, supplemented, or otherwise modified from time to time, (ii) a secondary offering of shares of Common Stock or other equity securities

of the Company, provided that the aggregate amount of such offering does not to exceed $10,000,000, (iii) a private placement of convertible

preferred stock or other securities convertible or exercisable, as applicable, into Common Stock at a fixed conversion or exercise price,

as applicable, provided that the aggregate amount of such offering does not to exceed $10,000,000, or (iv) a bona fide purchase order

that qualifies for factoring by a traditional commercial factor at a factoring rate of less than 3% per month and has a face value of

no less than $5,000,000.

The Borrower shall be deemed

to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including

employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities

convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to

purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for

which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion

Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock

is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by

the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration,

if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise

of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time

such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable

upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the

Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or

exchange of Convertible Securities issuable upon exercise of such Options.

Additionally, the Borrower shall

be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether

or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which

Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price

shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock

is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by

the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional

consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become

convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all

such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock

upon conversion or exchange of such Convertible Securities.

For the avoidance

of doubt, notwithstanding any other terms of this Note, if, at any time when this Note is issued and outstanding, the Borrower issues

or sells any shares of Common Stock under an “equity line” common stock purchase agreement, or other agreement similar in

function thereto, with the Borrower or other investor, for a purchase price per share less than the Conversion Price in effect on the

date of such issuance of such shares of Common Stock, then such issuance shall constitute a Dilutive Issuance and the Conversion Price

will be reduced to the amount of the purchase price per share received by the Borrower in such Dilutive Issuance, subject to the Holder’s

other rights under Section 1.2 to select its Conversion Price.

(d) Purchase

Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any Convertible Securities or rights to purchase

stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of

Common Stock, then the Holder of this Note 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 this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record

is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e) Notice

of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described

in this Section 1.6, or under Section 1.2 (regarding stock splits, combinations, etc.), the Borrower, at its expense, shall

promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or

readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written

request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the

Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property

which at the time would be received upon conversion of the Note.

1.7 Trading

Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common

Stock is then quoted, listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note more

than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities

market on which the Common Stock is then traded (the “Maximum Share Amount”), subject to equitable adjustment from

time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock

occurring after the Issue Date. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under

applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with

jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the

Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section

3.2 of the Note.

1.8 Status

as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any,

which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share

Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion

of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies

provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms

of this Note. Notwithstanding the foregoing, if a Holder has not received certificates or transmission of such shares pursuant to Section

1.4(e) for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to

a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of

Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted

portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if this Note has

not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall

retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion default payments pursuant to

Section 1.3 to the extent required thereby for such Conversion default and any subsequent Conversion default and (ii) the right

to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.2) for the Borrower’s

failure to convert this Note.

1.9 Prepayment.

The Borrower may, at any time and without the prior written consent of the Holder, prepay any Note in full for an amount equal to the

sum of: (a) the Original Principal Amount of such Note or the Default Amount (as applicable), at such time, less (b)

all payments previously made, plus (c) accrued and unpaid interest on the unpaid Principal Amount of this Note at such

time (including all guaranteed interest), plus (d) all other amounts, costs, expenses, and liquidated damages due under or in respect

of such Note.

ARTICLE

CERTAIN COVENANTS

2.1 Section

3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement

structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the 1933 Act (a “3(a)(9)

Transaction”) or Section 3(a)(10) of the 1933 Act (a “3(a)(10) Transaction”), provided, however, that the

foregoing restriction shall not apply to any 3(a)(9) Transaction or 3(a)(10) Transaction undertaken solely with respect to any Existing

Instrument. For purposes of this Section 2.1, “Existing Instrument” means any instrument, security, or obligation of

the Borrower that is outstanding as of the Issue Date (a “Permitted Transaction”). In the event that the Borrower does

enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction that is not a Permitted Transaction

while this Note is outstanding, a liquidated damages charge of 25% of the outstanding Principal Amount balance of this Note, but not less

than Fifteen Thousand Dollars ($15,000.00), will be assessed and will become immediately due and payable to the Holder at its election

in the form of cash payment or addition to the balance of this Note.

2.2 Preservation

of Existence, etc. The Borrower 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.

2.3 Non-circumvention.

The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate of Incorporation or Bylaws, or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in

good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

2.4 Legal

Opinions. If the Holder provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions in

comparable transactions, to the effect that a public sale or transfer of the shares may be made without registration under the 1933 Act

and such sale or transfer is effected and upon which the Transfer Agent may rely, or (ii) the Holder provides reasonable assurances that

the Shares can be sold pursuant to Rule 144 and provides the Company with an opinion of counsel upon which the Transfer Agent may rely,

the Company shall permit the transfer, and, in the case of the Shares, promptly instruct its transfer agent to issue one or more certificates,

free from restrictive legend, in such name and in such denominations as specified by the Holder or, in the sole discretion of the Holder,

the Company shall take all action necessary to ensure that such Shares are transferred electronically as DWAC shares. The Company acknowledges

that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the

transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this

Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section,

that the Holder shall be entitled, in addition to all other available remedies (including without limitation consequential damages), to

an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any

bond or other security being required.

ARTICLE

III

EVENTS OF DEFAULT

The occurrence of any of the

following shall each constitute an “Event of Default” with no right to notice or the right to cure except as specifically

stated:

3.1 Failure

to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether

at the Maturity Date, or upon any granted optional prepayment date, upon acceleration or otherwise.

3.2 Conversion

and the Shares. The Borrower fails to instruct the Transfer Agent to issue shares of Common Stock to the Holder (or announces or threatens

in writing that it will not honor its obligation to do so) upon exercise by the Holder of the Conversion rights of the Holder in accordance

with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)

any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required

by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring

(or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion

of or otherwise pursuant to this Note as and when required by this Note, or fails to direct its transfer agent not to remove or impairs,

delays, and/or hinders its transfer agent from removing any restrictive legend (or to withdraw any stop transfer instructions in respect

thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note

as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations

described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor

its obligations shall not be rescinded in writing) for two (2) business days after the Holder shall have delivered a Notice of Conversion.

It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an “Event of Default”

of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent.

If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion,

such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder. Notwithstanding

the foregoing, it shall not be an Event of Default if the Transfer Agent’s failure to timely transmit the shares of Common Stock

is directly attributable to a delay or failure by the Transfer Agent or is otherwise outside the reasonable control of the Borrower, including

any delay arising from a systems failure, force majeure event, or other circumstance affecting the Transfer Agent over which the Borrower

has no authority or influence, so long as the Borrower has used commercially reasonable efforts to cause the Transfer Agent to timely

deliver such shares of Common Stock.

3.3 Breach

of Agreement. The Borrower breaches any covenant or other term or condition contained in this Note or in any of the Transaction Documents,

including but not limited to the Purchase Agreement.

3.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate

given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or

misleading in any material respect when made.

3.5 Receiver

or Trustee. The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for or consent

to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee

shall otherwise be appointed.

3.6 Judgments.

Except with respect to the $500,000 claim filed by Benjamin Securities, Inc. prior to the Issue Date, if any money judgment, writ or similar

process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more

than $50,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the

Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy;

Liquidation. (i) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,

for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary

of the Company or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an

involuntary petition for bankruptcy; or (ii) any dissolution, liquidation, or winding up of Borrower or any substantial portion of its

business occurs.

3.8 Delisting

of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on the NASDAQ stock market.

3.9 Failure

to Comply with the Exchange Act. The Borrower shall fail to timely comply with the reporting requirements of the 1934 Act (including

but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting requirements of

the Exchange Act; and/or the Borrower shall not have publicly available all information required by paragraph (b) of Rule 15c2-11 of the

Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish any quotation for the

Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply with Rule 15c2-11(a).

3.10 DTC.

In the event that the Company (i) loses its ability to deliver shares via “DWAC/FAST” electronic transfer, or (ii) loses its

stats as “DTC Eligible.”

3.11 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such

debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Maintenance

of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets

which are necessary to conduct its business (whether now or in the future) or any disposition or conveyance of any material asset of the

Borrower.

3.13 Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from

two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would,

by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect

to this Note or the Purchase Agreement.

3.14 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to

the effective date of such replacement, a fully executed Transfer Agent Instruction Letter in a form as initially delivered pursuant to

the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)

signed by the successor transfer agent to Borrower and the Borrower.

3.15 Cessation

of Trading. Any cessation of trading of the Common Stock on the NASDAQ stock market, and such cessation of trading shall continue

for a period of five consecutive (5) Trading Days.

3.16 Cross-Default.

Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach, non-compliance,

or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, shall, at the option of

the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event

required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default

under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between,

among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder. For the avoidance of doubt,

Other Agreements shall include, without limitation, the Purchase Agreement, that certain Common Stock Purchase Agreement “equity

line”, as amended, between the Holder and Borrower (“ELOC Agreement”), that certain Warrant to be issued pursuant

to the ELOC Agreement, and that certain Registration Rights Agreement between the Holder and the Borrower. Any loan transactions will

be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

3.17 Inside

Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual

transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information

concerning the Borrower, to the Holder or its successors and assigns, where (i) the Holder has not consented in writing to the receipt

of such information and agreed with the Borrower to keep such information confidential or (ii) which is not immediately cured by Borrower’s

filing of a Form 8-K pursuant to Regulation FD on that same date.

3.18 Unavailability

of Rule 144. If, at any time on or after the date which is six (6) months following the Issue Date, the Holder is unable to (i) obtain

a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm

(and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any portion

of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares

into the Holder’s brokerage account.

Subject to the

First Lien, upon the occurrence of any Event of Default specified above, exercisable through the delivery of written notice to the Borrower

by such Holders (the “Default Notice”) the Note shall become immediately due and payable and the Borrower shall pay

to the Holder, in full satisfaction of its obligations hereunder, an amount equal to (x) the then outstanding Principal Amount of this

Note plus (y) accrued and unpaid interest on the unpaid Principal Amount of this Note to the date of payment on the amounts referred

to in clauses (x) and/or (y) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(f) hereof (the

then outstanding Principal Amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z)

shall collectively be known as the “Default Amount”). Notwithstanding anything herein to the contrary, upon delivery

by the Holder to the Borrower of a Default Notice (as defined herein) setting forth the Event of Default under the Note and if not cured

within ten (10) business days if curable, at the sole option of the Holder the Default Conversion Price (as defined below) can be used

by the Holder as the Conversion Price, at any time, and from time to time, thereafter while the Note remains outstanding. The “Default

Conversion Price” shall mean $0.01 per share, as may be subsequently adjusted pursuant to Section 1.6.

The Holder shall

have the right at any time after the date that is ten (10) days following the occurrence of an Event of Default that has not been cured,

to require the Borrower to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal

to the Default Amount divided by the Conversion Price then in effect, subject to the terms of this Note. This requirement by the Borrower

shall automatically apply upon the occurrence of such ten (10) day period without the need for any party to give any notice or take any

other action.

If the Holder

shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then

if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its attorneys’ fees and other costs and

expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

ARTICLE

MISCELLANEOUS

4.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive

of, any rights or remedies otherwise available.

4.2 Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be delivered as contemplated

by the notice provisions under Section 9(g) of the Purchase Agreement.

4.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.

4.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors

and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written consent of the Holder.

Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bonafide margin account

or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion

of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented by this Note may be less than the amount

stated on the face hereof.

4.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection,

including reasonable attorneys’ fees.

4.6 Governing

Law; Dispute Resolution. This Note shall be governed by and interpreted in accordance with the laws of the State of Nevada without

regard to the principles of conflicts of law. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM

BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS NOTE. Any

dispute, controversy, difference or claim that may arise between the Company and the Holder in connection with this Note; and all claims

arising out of or relating to the validity, construction, interpretation, enforceability, breach, performance, application or termination

of this Note, shall be submitted to binding arbitration governed by the rules of the American Arbitration Association. The seat of the

arbitration shall be in the State of Nevada and County of Clark. There shall be only one arbitrator selected in accordance with the rules

of the American Arbitration Association. The arbitration shall be conducted in English and may be conducted in a virtual setting. The

arbitrator’s decision shall be final and binding and judgment may be entered thereon. Provided a party has made a sufficient showing

under applicable law, the arbitrator shall have the freedom to invoke, and the parties agree to abide by, injunctive measures that either

party submits in writing for arbitration claims requiring immediate relief. Additionally, nothing in this Section shall preclude either

party from seeking equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining

order, preliminary injunction or other equitable relief, concerning a dispute either prior to or during arbitration if necessary to protect

the interests of such party or to preserve the status quo pending the arbitration proceeding. Each side must bear its own costs and legal

fees during the pendency of the arbitration. A party’s failure to pay any costs or fees required to proceed in the arbitration,

as they timely come due, shall result in an immediate default against that party. The prevailing party in the arbitration shall be entitled

to recoup all its reasonable attorneys’ fees and costs from the nonprevailing, including, without limitation, all of its costs relating

to the arbitration. The arbitrator’s final award shall include this assessment of costs and fees.

4.7 Certain

Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or

the portion thereof required to be paid at that time) plus accrued and unpaid interest, the Borrower and the Holder agree that the actual

damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the

Borrower represents stipulated damages and not a penalty.

4.8 Purchase

Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.9 Notice

of Corporate Events. Except as otherwise provided in this Note, the Holder of this Note shall have no rights as a Holder of Common

Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification

of any meeting of the Borrower’s shareholders. In the event of any taking by the Borrower of a record of its shareholders for the

purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe

for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any

class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled

to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed

liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior

to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier),

of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief

statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The

Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with

the notification to the Holder in accordance with the terms of this Section 4.9 including, but not limited to, name changes, recapitalizations,

etc. as soon as possible under law.

4.10 Usury.

If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the

applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under

applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of

any usury law that would prohibit or forgive the Borrower from paying all or a portion of the Principal Amount or interest on this Note.

4.11 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce

specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being

required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay

the Principal Amount of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

4.12 Severability.

In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision

shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or

rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability

of any other provision hereof.

4.13 Terms

of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries of any security

with any term more favorable to the holder of such security or with a term (including without limitation any Conversion Price) in favor

of the holder of such security that was not similarly provided to the Holder in this Note (other than a future financing with the Holder),

then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become

a part of the Transaction Documents with the Holder. The types of terms contained in another security that may be more favorable to the

holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods,

interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

*** signature page follows ***

IN WITNESS WHEREOF, Borrower

has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.

COMPANY:

CID HOLDCO, INC.

By:

Name:

Title:

EXHIBIT A

NOTICE

OF CONVERSION

The undersigned hereby elects

to convert $_________________ Principal Amount of the Note (defined below) together with $________________ of accrued and unpaid interest

thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common

Stock”) as set forth below, of CID Holdco, Inc., a Delaware corporation (the “Borrower”), according to the conditions

of the senior secured convertible note of the Borrower dated as of [●] (the “Note”), as of the date written below.

No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐ The Borrower shall electronically transmit the Common Stock

issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal

At Custodian system (“DWAC Transfer”).

Name of DTC Prime

Broker: _______________________________________________________

Account

Number: ________________________________________________________________

☐ The undersigned hereby requests that the Borrower issue a

certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation

attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name: [NAME]

Address:

[ADDRESS]

Date of

Conversion: ____________________________________

Applicable Conversion

Price: $____________________________

Number of Shares

of Common Stock to be Issued

Pursuant to Conversion

of the Notes: _______________________

Amount of Principal

Balance Due remaining

Under the Note

after this conversion: ______________________

Accrued and

unpaid interest remaining: ____________________

[HOLDER]

By:

Name:

[NAME]

Title:

[TITLE]

Date:

[DATE]

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