Form 8-K

8-K — Hyperscale Data, Inc.

Accession: 0001214659-26-013841

Filed: 2026-11-09

Period: 2026-11-06

CIK: 0000896493

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

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: Financial Statements and Exhibits

Documents

8-K — o1162668k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (ex4_1.htm)

EX-5.1 — EXHIBIT 5.1 (ex5_1.htm)

EX-10.1 — EXHIBIT 10.1 (ex10_1.htm)

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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): November 6, 2026

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-12711

94-1721931

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

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

11411 Southern Highlands Parkway, Suite 190,

Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

(949) 444-5464

(Registrant's telephone number, including area

code)

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:

o Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

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

Act (17 CFR 240.14a-12)

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

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

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

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value

GPUS

NYSE American

13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

GPUS PD

NYSE American

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 November 6, 2026 (the

“Execution Date”), Hyperscale Data, Inc. (the “Company”) entered into a note purchase agreement

(the “Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which the

Investor agreed to acquire, and the Company agreed to issue and sell in a registered direct offering to the Investor (the “Offering”),

a (i) $10,810,810.81 principal amount of convertible promissory note (the “Initial Note”), which Initial Note was issued

and sold on the Execution Date, (ii) $5,405,405.41 principal amount of convertible promissory note (the “Second Note”),

which Second Note will be issued and sold on or around November 16, 2026 and (iii) potentially, a $10,810,810.81 principal amount of convertible

promissory note issuable upon exercise of the Additional Investment Right (as such term is defined below) (the “AIR Note”

and with the Initial Note and the Second Note, the “Notes” and with the Purchase Agreement, the “Transaction

Documents”), which AIR Note would be issued and sold on or prior to the three (3) months of the sale of the Second Note, in

each case subject to customary closing conditions and in the case of the AIR Note, provided that the Additional Investment Right is exercised.

Description of the Notes

All Notes carry an original

issue discount of 7.5%. The Initial Note is being sold to the Investor for a purchase price of $10,000,000, the Second Note is being sold

to the Investor for a purchase price of $5,000,000, and the AIR Note would, if the AIR is exercised, be sold to the Investor for a purchase

price of $10,000,000. No Note will be issued pursuant to an indenture. Each Note is convertible at any time after NYSE American (“NYSE”)

approval of the Supplemental Listing Application (the “SLAP”) into shares of Class A common stock, par value $0.001

per share (the “Common Stock”) of the Company (the “Conversion Shares”).

The Notes have an

aggregate principal face amount of $27,027,027.03, which includes an original issue discount of $2,027,027.03. The Notes will accrue

interest at the rate of 8% per annum, unless an event of default (as defined in the Notes) occurs, at which time the Notes would

accrue interest at 18% per annum. The maturity date of the Notes (the “Maturity Date” shall initially mean

February 5, 2027; provided, however, that after the Company has obtained stockholder approval for the issuance of the Notes (the

“Stockholder Approval”), and provided that the Company has not received notice that it is not in compliance with

the NYSE American, LLC, or NYSE, then the “Maturity Date” shall mean May 5, 2027.

The Note is convertible

into Conversion Shares at any time after NYSE approval of the Supplemental Listing Application at a conversion price equal to the lower

of (A) $0.30 and (B) a 10% discount to the lowest daily volume-weighted average price during the five (5) Trading Days prior to the date

of receipt of a conversion notice from the Investor, subject to a floor price of $0.1025.

The

Company may not issue Conversion Shares to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding

19.99% of the total shares of Common Stock issued and outstanding as of the Execution Date, in accordance with the rules and regulations

of the NYSE (the “NYSE Limit”) unless the Company first obtains Stockholder Approval. Pursuant to the Purchase Agreement,

the Company agreed to file a proxy statement to obtain the Stockholder Approval.

At any time on or prior

to the three-month anniversary of the date when all of the Notes have been sold hereunder (the “AIR Period”), the Purchaser

and the Company may, by mutual agreement, sell and purchase the AIR Note for a purchase price equal to $10,000,000, on the same terms

and conditions as applicable to the Second Closing as contained in the Transaction Documents (the “Additional Investment Right”).

If the Company and the Purchaser agree to exercise the Additional Investment Right, the Company and the Purchaser shall execute new documents

substantially similar to the Transaction Documents and hold a closing for the additional investment represented by the Additional Investment

Right during the AIR Period.

Each Note contains standard

and customary events of default including, but not limited to, failure to pay amounts due under such Note when required, default in covenants,

bankruptcy events, failure to obtain Stockholder Approval and suspension or delisting from trading of our Common Stock on an eligible

exchange.

Description of the Offering

The Offering of the Initial

Note closed on November 6, 2026.

The Offering is being

made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291595) filed with the Securities and Exchange

Commission (“SEC”) on November 17, 2025 and declared effective by the SEC on December 11, 2025. Concurrently with the

filing of this Current Report on Form 8-K, the Company is filing a prospectus supplement with the SEC in connection with the offer and

sale of the Conversion Shares.

This Current Report

on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Conversion Shares, nor shall there be any

offer, solicitation or sale of the Conversion Shares in any state in which such offer, solicitation or sale would be unlawful prior to

registration or qualification under the securities laws of such state.

- 2 -

The Purchase Agreement

contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions and closing

conditions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement

and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon

by the contracting parties.

The foregoing descriptions

of the terms of the Note and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety

by reference to, the Form of Note and the Purchase Agreement, each of which is annexed hereto as Exhibit 4.1, and Exhibit

10.1 and are incorporated herein by reference.

The legal opinion of

Olshan Frome Wolosky LLP, counsel to the Company, relating to the legality of the issuance and sale of the Note is filed as Exhibit

5.1 hereto.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF

A REGISTRANT.

The disclosure required by this Item and

included in Item 1.01 of this Current Report is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

Exhibit No.

Description

4.1

Form of Convertible Promissory Note

5.1

Legal Opinion of Olshan Frome Wolosky LLP.

10.1

Note Purchase Agreement, dated November 6, 2026, by and between the Company and the Investor

101

Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

- 3 -

SIGNATURE

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

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

HYPERSCALE DATA, INC.

Dated: November 6, 2026

/s/ Henry Nisser

Henry Nisser

President and General Counsel

-4-

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: ex4_1.htm · Sequence: 2

Exhibit 4.1

ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY

REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 12(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY,

THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii)

OF THIS NOTE.

Hyperscale

Data, Inc.

7.5%

OID Convertible Promissory Note

Principal Amount: $10,810,810.81 (the “Principal Amount”)

November 6, 2026 (the “Issuance Date”)

Purchase Price: $10,000,000.00 (the “Purchase Price”)

FOR VALUE RECEIVED,

Hyperscale Data, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of Esousa Group

Holdings, LLC or its registered assigns (“Holder”) the amount set forth above as the original Principal Amount (as

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

due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof)

and, to pay interest on any outstanding Principal at the applicable rate, until the same becomes due and payable, whether upon the Maturity

Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Note

(including all convertible notes issued in exchange, transfer or replacement hereof, this “Note”) is issued pursuant

to (i) the Note Purchase Agreement dated as of November 6, 2026 (the “Note Purchase Agreement”), by and between the

Company and the Holder, as amended from time to time, (ii) the Company’s registration statement on Form S-3 (Commission File No.

333-291595) (the “Registration Statement”) and (iii) the Company’s prospectus supplement to be dated November

6, 2026. Certain capitalized terms used herein are defined in Section 25.

1. PAYMENTS

OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal Amount

and accrued and unpaid Interest on such Principal Amount and Interest. Other than as specifically permitted by this Note, the Company

may not prepay any portion of the outstanding Principal Amount or accrued and unpaid Interest, if any.

2. INTEREST

RATE; DEFAULT RATE. This Note shall accrue interest at the rate of eight percent (8%) per annum (“Interest”), based

upon a 365-day year. From and after the occurrence and during the continuance of any Event of Default, Interest shall accrue hereunder

at a rate of eighteen percent (18.0%) per annum (the “Default Rate”). Interest and the Default Rate shall be computed

on the basis of a 365-day year, and shall be payable in arrears on the Maturity Date, or upon an Event of Default, the first Trading Day

in the calendar month following the calendar month in which the Default Rate accrues hereunder.

3. CONVERSION

OF NOTE. At any time after the SLAP has been approved by the Principal Market, this Note shall be convertible into validly issued,

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

(a) Conversion

Right. Subject to the provisions of Section 3(d), at any time or times on or after the SLAP has been approved by the Principal Market,

the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued,

fully paid and non-assessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company

shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction

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

shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses

of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion

of any Conversion Amount.

(b) Conversion

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

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

(i) “Conversion

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

to which this determination is being made, (B) accrued and unpaid Interest with respect to such Principal Amount, and (C) any other unpaid

amounts pursuant to the Transaction Documents (as defined in the Note Purchase Agreement), if any.

(ii) “Conversion

Price” means, as of any Conversion Date or other date of determination, the greater of (i) $0.1025 per share (the “Floor

Price”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions

and the lower of (A) $0.30 and (B) a 10% discount to the lowest daily VWAP in the five (5) Trading Days prior to the date of receipt of

a Conversion Notice (as defined below) from the Holder.

of Conversion.

(i) Optional

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

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

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

to the Company. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit

by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion

Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available

registration statement (each, an “Acknowledgement”) to the Holder and the Company’s transfer agent (the “Transfer

Agent”) which Acknowledgment shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance

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

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

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

Delivery Deadline”), the Company shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled

pursuant to such conversion to the Holder’s or its designee’s balance account with Depository Trust Company’s (“DTC”)

through its Deposit/Withdrawal at Custodian system. The Person or Persons entitled to receive the shares of Common Stock issuable upon

conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding

anything to the contrary contained in this Note, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock

to the Holder (or its designee) upon conversion of any Conversion Amount pursuant to the terms of this Section 3(c).

(ii) Company’s

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

Deadline, to issue and deliver to the Holder (or its designee) such number of shares of Common Stock to which the Holder is entitled upon

the Holder’s conversion of this Note (as the case may be) in the manner provided in Section 3(c)(i) (a “Conversion Failure”),

then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such

Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product of

(A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the

Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time

during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) the Holder,

upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any

portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice

shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to

this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent shall

fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which

the Holder is entitled upon the Holder’s conversion hereunder, and if after such Share Delivery Deadline the Holder acquires (in

an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares

of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company

in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the Holder,

the Company shall, within five (5) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either:

(I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, stock loan

costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other

Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation

to credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common

Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common

Stock) shall terminate, or (II) promptly honor its obligation to credit the balance account of such Holder or such Holder’s designee,

as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder

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

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

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

Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law

or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s

failure to timely credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of

shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note as required pursuant to the terms

hereof.

(iii) Registration;

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

of the holder(s) of the Note and the Principal Amount of the Note held by such holder(s) (the “Registered Notes”).

The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the

Registered Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without

limitation, the right to receive payments of Principal Amount and Interest hereunder) notwithstanding notice to the contrary. A Registered

Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its

receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof, the Company shall record

the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal Amount as

the Principal Amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 13, provided

that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of any Registered Note within

two (2) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer

or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 3, following conversion of any portion

of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company. If

the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance

of this Note upon physical surrender of this Note, the Company shall, as soon as practicable and in no event later than two (2) Business

Days after receipt of this Note and at its own expense, issue and deliver to such Holder (or its designee) a new Note (in accordance with

Section 13(d)) representing the outstanding Principal Amount under this Note. The Holder and the Company shall maintain records showing

the Principal Amount and Interest converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the

case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender

of this Note upon conversion. If the Company does not update the Register to record such Principal Amount and Interest converted and/or

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

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

(iv) 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 Company shall issue to the Holder the number of shares of Common Stock not in dispute without prejudice to Holder’s rights or

future actions.

(d) Limitations

on Conversions.

(i) Beneficial

Ownership. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert

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

as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively

would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately

after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially

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

Attribution Parties plus the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination

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

nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion

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

or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on

conversion or exercise analogous to the limitation contained in this Section 3(d)(i). For purposes of this Section 3(d)(i), beneficial

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

shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may

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

Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public

announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of

shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion

Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share

Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that

such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d)(i),

to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant

to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)

Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.

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

securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported

Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this

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

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

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

(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have

the power to vote or to transfer the Excess Shares. For purposes of clarity, the Excess Shares shall not be deemed to be beneficially

owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to

convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect

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

than in strict conformity with the terms of this Section 3(d)(i) to the extent necessary to correct this paragraph (or any portion of

this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d)(i)

or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this

paragraph may not be waived and shall apply to a successor holder of this Note.

(ii) Principal

Market Regulation The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the

terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the

Company may issue upon conversion of the Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations

under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations,

including rules related to the aggregate of offerings under the Exchange Cap (as defined in the Note Purchase Agreement), except that

such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules

of the Principal Market for issuances of shares of Common Stock in excess of such amount.

(e) Adjustments

of the Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows:

(i) Adjustments

for Recapitalization. If at any time or from time to time there shall be a recapitalization of the Common Stock, provision shall be

made so that the Holder shall thereafter be entitled to receive upon conversion of the Note the number of shares of stock or other securities

or property of the Company or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such

recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(e)(i)

with respect to the rights of the Holder after the recapitalization to the end that the provisions of this Section 3(e)(i) (including,

without limitation, provisions for adjustments of the Conversion Price and the number of shares of Common Stock issuable upon conversion

of the Note) shall be applicable after that event as nearly equivalent as may be practicable.

(ii) Adjustment

for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date effect a subdivision

of the outstanding Common Stock, the Conversion Price in effect immediately before that subdivision shall be proportionately decreased

so that the number of shares of Common Stock issuable on conversion of this Note shall be increased in proportion to such increase in

the aggregate number of shares of Common Stock outstanding. If the Company shall at any time or from time to time after the Issuance Date

combine the outstanding shares of Common Stock, the Conversion Price in effect immediately before the combination shall be proportionately

increased so that the number of shares of Common Stock issuable on conversion of the Note shall be decreased in proportion to such decrease

in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close

of business on the date the subdivision or combination becomes effective.

4. RIGHTS

UPON EVENT OF DEFAULT.

(a) Event

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

(v), (vi) and (vii) shall constitute a “Bankruptcy Event of Default”:

(i) the

effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or such

Registration Statement (or the Prospectus Supplement) is unavailable for the issuance of Conversion Shares, and such lapse or unavailability

continues for a period of ten (10) consecutive days or for more than an aggregate of fifteen (15) days in any 365-day period, provided,

however, that no such Event of Default shall occur if the Conversion Shares can be issued without any restrictive legend pursuant to Section

3(a)(9) of the Securities Act of 1933, as amended;

(ii) the

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

of seven (7) consecutive Trading Days;

(iii) the

Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock in the manner provided

in Section 3(c)(i) within two (2) Trading Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of the

Note, including, without limitation, by way of public announcement or through any of its agents, at any time, of its intention not to

comply, as required, with a request for conversion of the Note into shares of Common Stock that is requested in accordance with the provisions

of the Note, other than pursuant to Section 3(d);

(iv) the

Company’s failure to pay to the Holder any amount of Principal Amount, Interest or other amounts when and as due under this Note

(including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or any other Transaction

Document (as defined in the Note Purchase Agreement) or any other agreement, document, certificate or other instrument delivered in connection

with the transactions contemplated hereby and thereby;

(v) bankruptcy,

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

the Company or any Subsidiary (as defined in the Note Purchase Agreement) and, if instituted against the Company or any Subsidiary by

a third party, shall not be dismissed within thirty (30) days of their initiation;

(vi) the

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

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

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

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

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

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

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

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

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

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

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

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

(vii) the

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

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

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

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

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

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

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

judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period

of thirty (30) consecutive days;

(viii) other

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

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

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

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

(ix) a

materially false or inaccurate certification by the Company as to whether any Event of Default has occurred;

(x) with

the exception of the non-recourse debt of Ault Global Real Estate Equities, Inc., the occurrence of (A) any acceleration prior to maturity

of any indebtedness of the Company or any of its Subsidiaries in an aggregate amount in excess of $300,000, subject to any cure or grace

period provided in the governing documents of such indebtedness, or (B) a payment default under any such indebtedness of the Company or

any of its Subsidiaries in an aggregate amount in excess of $300,000, if such default remains uncured for a period of ten (10) consecutive

Trading Days; or

(xi) any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 10 of this Note, and any such

breach or failure remains uncured for a period of ten (10) consecutive Trading Days;

(xii) any

Material Adverse Effect (as defined in the Note Purchase Agreement) occurs.

(xiii) The

Company fails to file the SLAP and obtain approval by the Principal Market to list the Conversion Shares within five (5) Business Days

of the Issuance Date.

(b) Notice

of an Event of Default. Upon the occurrence of an Event of Default with respect to this Note, the Company shall within one (1) Business

Day of its discovery of such Event of Default deliver written notice thereof via electronic mail and overnight courier (with next day

delivery specified) (an “Event of Default Notice”) to the Holder.

Upon the occurrence of an Event of Default and at any time thereafter, Holder may at its option: (a) declare the entire Principal Amount,

together with all accrued Interest thereon, immediately due and payable; and (b) exercise any or all of its rights, powers, or remedies

under the Transaction Documents or applicable law or available in equity; provided, however that, if a Bankruptcy Event of Default shall

occur, the Principal Amount and accrued Interest shall become immediately due and payable automatically and without any notice, declaration,

or other act on the part of Holder.

5. RIGHTS

UPON FUNDAMENTAL TRANSACTION.

(a) Assumption.

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

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

5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental

Transaction, including an agreement to deliver to the holder of the Note in exchange for such Note a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having a principal

amount and interest rate equal to the principal amounts then outstanding and the interest rates of the Note held by such holder, having

similar conversion rights as the Note satisfactory to the Holder and (ii) the Successor Entity (including its Parent Entity) is a

publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental

Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,

the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor

Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note

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

of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion

or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or

other securities, cash, assets or other property (except such items still issuable under Section 6, which shall continue to be receivable

thereafter)) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly

traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled

to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction

(without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding

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

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

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

(b) Notice

of a Change of Control. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of

a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof

via electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period

beginning after the Holder’s receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change

of Control Notice is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending on twenty

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

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

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

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

to redemption pursuant to this Section 5 shall be redeemed by the Company in cash

6. RIGHTS

UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) Purchase

Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants,

securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock, excluding the Excluded

Transactions (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such

Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common

Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility

of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record date) immediately

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

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

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

in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate

in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common

Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such

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

shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever,

as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time

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

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

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

no such limitation).

(b) Other

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

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

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

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

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

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

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

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

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

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

rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form

and substance satisfactory to the Holder. The provisions of this Section 6 shall apply similarly and equally to successive Corporate Events

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

7. NONCIRCUMVENTION.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the

Note Purchase Agreement), Bylaws (as defined in the Note Purchase Agreement) or through any reorganization, transfer of assets, consolidation,

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

or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and

take all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality of the foregoing

or any other provision of this Note or the other Transaction Documents, the Company (a) shall not increase the par value of any shares

of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, and (b) shall take all such actions

as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common

Stock upon the conversion of this Note.

8. RESERVATION

OF AUTHORIZED SHARES.

(a) Reservation.

So long as the Note remains outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common Stock

as shall from time to time be necessary to effect the conversion of the Note then outstanding (without regard to any limitations on conversions

and assuming such Note remains outstanding until the Maturity Date) at the Conversion Price then in effect (the “Required Reserve

Amount”).

(b) Insufficient

Authorized Shares. If, notwithstanding Section 8(a), and not in limitation thereof, at any time while the Note remains outstanding

the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve

for issuance upon conversion of the Note at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized

Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares

of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Note then outstanding. Without

limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,

but in no event later than forty-five (45) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting

of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting,

the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval

of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve

such proposal.

9. VOTING

RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation,

Title 8 of the Delaware General Corporation Law) and as expressly provided in this Note.

10. Covenants.

Until this Note has been entirely converted, redeemed or otherwise satisfied in accordance with its terms:

(a) No

Secured Indebtedness. The Company shall not incur any indebtedness (other than indebtedness pursuant to this Note, or otherwise indebtedness

in the ordinary course of business, such as performance bonds, restricting cash for bank guarantee in connection with leases and otherwise

its ongoing business) of the Company, or amend or modify any indebtedness in such a manner that results in it being, secured by any Lien

on any assets of the Company.

(b) No

New Indebtedness. The Company shall not, directly or indirectly, issue, create, incur or assume any indebtedness (other than indebtedness

pursuant to this Note, or otherwise indebtedness in the ordinary course of business, such as performance bonds, restricting cash for bank

guarantee in connection with leases and otherwise its ongoing business) of the Company, or amend or modify any indebtedness in such a

manner that results in an increase in indebtedness of the Company; provided, however that the Company may incur an additional $3 million

in unsecured debt obligations after the Issuance Date.

Payments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, defease,

repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way

of open market purchases, tender offers, private transactions or otherwise), all or any portion of any indebtedness (other than indebtedness

pursuant to this Note), whether by way of payment in respect of principal of (or premium, if any) or interest on, such indebtedness, if

at the time such payment is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default

has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default

has occurred and is continuing.

(d) Restriction

on Redemption and Cash Dividends. Other than cash dividends paid on outstanding preferred stock of the Company, the Company shall

not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, repurchase or pay any cash dividend

or distribution on any of its capital stock (other than dividends by wholly-owned Subsidiaries to the Company) without the prior express

written consent of the Holder.

(e) Restriction

on Transfer of Assets. Other than with respect to the sale of a Subsidiary where the net proceeds of any such sale would retained

by the Company until all Notes have been converted, the Company shall not, and the Company shall cause each of its Subsidiaries to not,

directly or indirectly, sell, lease, license, assign, transfer, convey or otherwise dispose of any assets or rights of the Company or

any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than sales, leases,

licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries that,

in the aggregate, do not have a fair market value in excess of $1,000,000 in any twelve (12) month period, and other than (i) sales, leases,

assignments, transfers, conveyances and other dispositions of such assets or rights by the Company in the ordinary course of business

and (ii) sales of inventory in the ordinary course of business.

(f) Change

in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

engage in any material line of business substantially different from those lines of business conducted by the Company and each of its

Subsidiaries on the Issuance Date or any business substantially related or incidental thereto. The Company shall not, and the Company

shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose.

(g) Preservation

of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,

rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing

in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes

such qualification necessary.

11. AMENDING

THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, except to the

extent allowed by Section 3(d), the prior written consent of the Holder shall be required for any amendment, modification or waiver to

this Note. Any amendment, modification or waiver so approved shall be binding upon all existing and future holders of this Note.

12. TRANSFER.

This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder

without the consent of the Company.

13. REISSUANCE

OF THIS NOTE.

(a) Transfer.

If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and

deliver upon the order of the Holder a new Note (in accordance with Section 13(d)), registered as the Holder may request, representing

the outstanding Principal Amount being transferred by the Holder and, if less than the entire outstanding Principal Amount is being transferred,

a new Note (in accordance with Section 13(d)) to the Holder representing the outstanding Principal Amount not being transferred. The Holder

and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion

or redemption of any portion of this Note, the outstanding Principal Amount represented by this Note at the time of transfer, may be less

than the Principal Amount stated on the face of this Note.

(b) Lost,

Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),

and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable

form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder

a new Note (in accordance with Section 13(d)) representing the outstanding Principal Amount.

Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office

of the Company, for a new Note or Notes (in accordance with Section 13(d) and in principal amounts of at least $1,000) representing in

the aggregate the outstanding Principal Amount of this Note, and each such new Note will represent such outstanding Principal Amount as

is designated by the Holder at the time of such surrender.

(d) Issuance

of New Note. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of

like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal Amount remaining outstanding

(or in the case of a new Note being issued pursuant to Section 13(a) or Section 13(c), the Principal Amount designated by the Holder which,

when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal

Amount remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated

on the face of such new Note, which is the same as the Issuance Date of this Note, and (iv) shall have the same rights and conditions

as this Note.

14. REMEDIES,

CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in

addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree

of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and

consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder to exercise,

and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise

by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or

remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall

not be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity. The Company covenants to

the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth

or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received

by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance

thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that

the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened

breach, the Holder shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary

and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of

proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the

Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of

this Note.

15. PAYMENT

OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement or

is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to

enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings

affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by the

Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,

including, without limitation, attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts

due under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principal

Amount hereof.

16. CONSTRUCTION;

HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against

any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect

the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,

feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”

and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in which

they are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and

not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Issuance

Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

17. FAILURE

OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 17 shall permit any waiver of any

provision of Section 3(d).

18. NOTICES;

CURRENCY; PAYMENTS.

(a) Notices.

Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with

Section 9(f) of the Note Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant

to this Note, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of

the foregoing, the Company will give written notice to the Holder at least ten (10) days prior to the date on which the Company closes

its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances,

or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares

of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided

in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the

Holder.

(b) Currency.

All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under

this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar

equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation

to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in the Wall

Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to,

or over, a period of time, the date of calculation shall be the final date of such period of time).

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein,

such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and

sent via overnight courier service to such Person at such address as previously provided to the Company in writing, provided that the

Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written

notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms

of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business

Day.

19. CANCELLATION.

After all Principal Amount, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall automatically

be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

20. WAIVER

OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other

demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Note Purchase

Agreement.

21. GOVERNING

LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of

law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or

in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such

suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein

shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed

or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect

on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY

HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER

OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

22. JUDGMENT

CURRENCY.

(a) If

for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 22 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately

preceding:

(i) the

date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii) the

date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which

such conversion is made pursuant to this Section 22(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If

in the case of any proceeding in the court of any jurisdiction referred to in Section 22(a)(ii) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency

stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Note.

23. SEVERABILITY.

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

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

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

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

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

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

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

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

invalid or unenforceable provision(s).

24. MAXIMUM

PAYMENTS. Without limiting Section 9(d) of the Note Purchase Agreement, nothing contained herein shall be deemed to establish or require

the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of

interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum

shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

25. CERTAIN

DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

(a) “1934

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

(b) “Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly

or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct

or cause the direction of the management and policies of such Person whether by contract or otherwise.

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds

or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s

investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,

(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other

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

Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively

the Holder and all other Attribution Parties to the Maximum Percentage, for each Conversion Notice tendered to the Company.

(d) “Bloomberg”

means Bloomberg, L.P.

(e) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(f) “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.

(g) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and

last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market

begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may

be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,

or, if the Principal Market is not the principal Note Purchase or trading market for such security, the last closing bid price or last

trade price, respectively, of such security on the principal Note Purchase or trading market where such security is listed or traded as

reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security

in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price

or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively,

of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions

of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any

of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the

fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any

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

(h) “Common

Stock” shall have the meaning set forth in the Note Purchase Agreement.

(i) “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(j) “Eligible

Market” means The New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market

or the Principal Market.

(k) “Excluded

Transactions” means the dividend or other distribution of the equity interests of any direct or indirect Subsidiary of the Company

and any corporate restructurings, reorganizations and other transactions completed in connection with the foregoing.

(l) “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another

Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of

the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,

or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject

to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either

(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common

Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender

or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to,

or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial

owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off

or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,

either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated

as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or

party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock

such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50%

of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall,

directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject

Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3

under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange,

reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,

scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least

50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary

voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Note calculated

as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary

voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow

such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender

their shares of Common Stock without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction

structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed

and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this

definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or

transaction.

(m) “Group”

means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(n) “Maturity

Date” shall initially mean February 5, 2027; provided, however, that after the Company has obtained Stockholder Approval, and

provided that the Company has not received notice that it is not in compliance with the Principal Market Rules, “Maturity Date”

shall mean May 5, 2027.

(o) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(p) “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent

equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent

Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(q) “Person”

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

any other entity or a government or any department or agency thereof.

(r) “Principal

Market” means the NYSE American.

(s) “Principal

Market Rules” means the rules and regulations of the Principal Market.

(t) “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(u) “SLAP”

shall have the meaning set forth in the Note Purchase Agreement.

(v) “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(w) “Subsidiaries”

shall have the meaning set forth in the Note Purchase Agreement.

(x)

“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from

or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental

Transaction shall have been entered into.

(y) “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any

day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the

Common Stock, then on the principal Note Purchase or securities market on which the Common Stock is then traded, provided that “Trading

Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours

or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange

or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00

p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations

other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto)

is open for trading of securities.

(z) “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 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York

time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted

average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning

at 9:30:01 a.m., New York time, and ending at 4:00:00 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 three highest closing bid prices and the three

lowest closing ask prices of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group

Inc. (formerly Pink Sheets LLC). If VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of

such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

26. DISCLOSURE.

Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this

Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public

information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business

Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form

8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company

or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt

of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the

Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the

notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this

Section 26 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Note Purchase Agreement.

27. ABSENCE

OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company

and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may

possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

[signature page follows]

IN WITNESS WHEREOF, the Company

has caused this Note to be duly executed as of the Issuance Date set out above.

Hyperscale Data, Inc.

By:

Name: William B. Horne

Title: Chief Executive Officer

Convertible Note - Signature Page

EXHIBIT

Hyperscale

Data, Inc.

CONVERSION NOTICE

Reference is made to the Convertible

Note (the “Note”) issued to the undersigned by Hyperscale Data, Inc., a Delaware corporation (the “Company”).

In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of

the Note indicated below into shares of common stock, no par value per share (the “Common Stock”), of the Company,

as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

Date of Conversion:

Aggregate Principal Amount to be converted:

Aggregate accrued and unpaid Interest with respect to such portion of the Aggregate Principal Amount and such Aggregate Interest to be converted:

AGGREGATE CONVERSION AMOUNT

TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Note

is being converted to Holder, or for its benefit, as follows:

o Check

here if requesting delivery as a certificate to the following name and to the following address:

Issue to:

o Check here if requesting delivery by Deposit/Withdrawal at

Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __,

________________________________

Name of Registered Holder

By: ____________________________

Name:

Title:

Tax ID:_____________________

E-mail Address:

Exhibit II

ACKNOWLEDGMENT

The Company hereby (a) acknowledges

this Conversion Notice dated ________________, (b) certifies that the above indicated number of shares of Common Stock are eligible to

be resold by the Holder and (c) hereby directs Computershare Transfer and Trust Company, N.A. to issue the above indicated number of shares

of Common Stock.

Hyperscale Data, Inc.

By:

Name:

Title:

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: ex5_1.htm · Sequence: 3

Exhibit 5.1

November 6, 2026

Hyperscale Data, Inc.

11411 Southern Highlands Parkway, Suite 190

Las Vegas, Nevada 89141

Re:

Registration Statement on Form S-3 (Registration No. 333-291595)

Ladies and Gentlemen:

We have acted as counsel to

Hyperscale Data, Inc., a Delaware corporation (the “Company”), in connection with (a) the offering of a (i) $10,810,810.81

7.5% OID Convertible Promissory Note (the “Initial Note”) and (ii) $5,405,405.41 7.5% OID Convertible Promissory Note (the

“Second Note,” and together with the Initial Note, collectively the “Notes”) to one investor and the offering

of up to 47,176,715 shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), issuable

upon conversion of the Notes (the “Shares”), to be issued pursuant to that Note Purchase Agreement (the “Note Purchase

Agreement”) described in the Prospectus Supplement (as defined herein), pursuant to a Registration Statement on Form S-3 (File No.

333-291595) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”)

under the Securities Act of 1933, as amended (the “Act”), and declared effective by the SEC on December 11, 2025, and the

related prospectus dated therein (the “Prospectus”), as supplemented by the prospectus supplement dated November 6, 2026 pursuant

to Rule 424(b) promulgated under the Act (the “Prospectus Supplement”).

We advise you that we have

examined executed originals or copies certified or otherwise identified to our satisfaction of the following documents: (a) the Registration

Statement, (b) the Prospectus, (c) the Prospectus Supplement, (d) the Company’s Certificate of Incorporation, as amended to date,

(e) the Company’s Second Amended and Restated Bylaws, as amended to date, (f) the Notes, (g) the Note Purchase Agreement and (h)

certain resolutions adopted by the Board of Directors of the Company relating to the issuance, sale and registration of the Notes and

Shares. In addition, we have examined and relied upon such corporate records and other documents, instruments and certificates of officers

and representatives of the Company and of public officials, and we have made such examination of law, as we have deemed necessary or appropriate

for purposes of the opinions expressed below. As to certain factual matters, unless otherwise indicated, we have relied, to the extent

we have deemed proper, on certificates of certain officers of the Company.

We have assumed for purposes

of rendering the opinions set forth herein, without any verification by us:

(a) the

genuineness of all signatures, the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness

of documents submitted to us as originals, the completeness and conformity with authentic original documents of all documents submitted

to us as copies, and that all documents, books and records made available to us by the Company are accurate and complete; and

(b) that

each Note and the Note Purchase Agreement has been duly authorized, executed and delivered by each party thereto, that each such party

is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and all jurisdictions where

it is conducting business or otherwise required to be so qualified, that each such party has full power, authority and legal right to

enter into and perform the terms and conditions of such Note and Note Purchase Agreement to be performed by it, that the representations

and warranties of each such party as set forth in each Note and the Note Purchase Agreement when made were, and on the date hereof are,

true and complete, and that each Note and the Note Purchase Agreement constitutes a legal, valid and binding obligation of each such party,

enforceable against it in accordance with their respective terms and that the Company received the requisite approval from the NYSE American

to list the Shares.

November 6, 2026

Page 2

Based upon and subject to

the foregoing, we are of the opinion that (a) the Notes, when executed, issued and delivered, against payment in full therefor, as contemplated

in the Registration Statement, the Prospectus Supplement and the Note Purchase Agreement, will be a valid and legally binding obligation

of the Company, enforceable against the Company in accordance with its terms and (b) the Shares, when issued and delivered in accordance

with the terms of the Notes, will be validly issued, fully paid and non-assessable. The opinion expressed in clause (a) above is qualified

by, and is subject to, and we render no opinion with respect to, the following limitations and exceptions to the enforceability of the

Notes: (i) such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights

generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law),

(ii) enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, (iii)

that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and

to the discretion of the court before which any proceeding therefor may be brought, (iv) the effect of general principles of equity and

similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy

and unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless

of whether considered in a proceeding in equity or at law, (v) the effect of laws relating to usury or permissible rates of interest for

loans, forbearances or the use of money, (vi) public policy limitations, (vii) the qualification that enforceability may be limited by

a refusal to recognize a purported waiver of any statutory right, (viii) generally applicable rules of law that forum selection clauses

in contracts are not necessarily binding on the courts in the forum selected, (ix) general rules of law that may render an entire agreement

unenforceable if any unenforceable provision thereof is essential to the agreed upon exchange, (x) the qualification that a provision

permitting modification of an agreement or waiver of rights or remedies under an agreement only in writing may not be enforceable, (xi)

the qualification that provisions purporting to require that waivers be in writing may not be enforceable to the extent that the conduct

of the parties evidences a contrary course of dealing, (xii) the qualification that provisions requiring the payment of fees, expenses

and costs may be limited, and (xiii) whether a state court of the State of New York or otherwise or a federal court of the United States

would give effect to the choice of New York law provided for in the Notes.

We are members of the Bar

of the State of New York. We do not express any opinion as to the effect of any laws other than the laws of the State of New York and

the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, as in effect on the date hereof.

This opinion letter is limited

to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set forth herein. This opinion

letter is not a guaranty nor may one be inferred or implied. This opinion letter speaks as of the date hereof and we assume no obligation

to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes

in fact or law that may hereafter occur.

We hereby consent to the filing

of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act with the SEC as an exhibit

to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2026, which is incorporated by reference in the Registration

Statement and the Prospectus, and to the reference to this firm under the heading “Legal Matters” in the Prospectus Supplement

and the Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under

Section 7 of the Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Olshan Frome Wolosky LLP

OLSHAN FROME WOLOSKY LLP

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ex10_1.htm · Sequence: 4

Exhibit 10.1

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT

(the “Agreement”), dated as of November 6, 2026 (the “Effective Date”), is by and between Hyperscale

Data, Inc., a Delaware corporation (the “Company”), and Esousa Group Holdings, LLC, a New York limited liability company

(including its successors and assigns, the “Purchaser”).

RECITALS

WHEREAS, subject to

the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires

to purchase from the Company the Notes as further described herein.

WHEREAS, each Note

shall be convertible into shares of the Company’s Class A common stock, $0.001 par value per share (as well as any securities into

which such shares of Common Stock may hereafter be reclassified or changed, the “Common Stock”). The shares of Common

Stock issuable pursuant to the terms of each Note, including, without limitation, upon conversion or otherwise, are collectively referred

to herein as the “Conversion Shares” and, together with the Notes, the “Securities”.

The Company and the Purchaser

is executing and delivering this Agreement with respect to the Securities in reliance upon the effective registration statement on Form

S-3 (SEC File No. 333-291595) (as amended, the “Registration Statement”) filed by the Company with the United States

Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, and the rules and

regulations promulgated thereunder (collectively, the “Securities Act”), for the registration of all of the Notes,

as such Registration Statement may be amended and supplemented from time to time (including pursuant to Rule 462(b) of the Securities

Act), including all documents filed as part thereof or incorporated by reference therein, and including all information deemed to be a

part thereof at the time of effectiveness pursuant to Rule 430B of the Securities Act, and the prospectus supplement (the “Prospectus

Supplement”) complying with Rule 424(b) of the Securities Act that is delivered by the Company to the Purchaser in connection

with the execution and delivery of this Agreement, including the documents incorporated by reference therein, and that is filed with the

SEC.

DEFINITIONS

In addition to the terms defined

elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth below:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or 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.

“Board of Directors”

means the Board of Directors of the Company.

“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.

“Closing”

means either the Initial Closing or the Second Closing, as applicable.

“Closing Date”

means either the Initial Closing Date or the Second Closing Date, as applicable.

“Common Stock Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company Counsel”

means Olshan Frome Wolosky LLP.

“Conversion Price”

shall have the meaning ascribed to such term in the Notes.

“Conversion Shares”

means the shares of Common Stock issuable upon conversion of the Notes.

“Exchange Act”

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

“Exchange Cap”

shall mean that number of shares of Common Stock or Common Stock Equivalents pursuant to this Agreement and the other Transaction Documents

to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued as well as permitted

to vote pursuant to this Agreement and such Transaction Documents would not exceed 19.99% of the Company’s outstanding shares of

Common Stock as of the date hereof.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“Governmental Entity”

means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local,

municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency,

branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or

entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature

or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international

organization or any of the foregoing

“Initial Closing”

means the first closing conducted pursuant to the terms of this Agreement whereby the Company sells, and the Purchaser purchases, the

applicable Note for the applicable Purchase Price.

“Initial Closing

Date” shall mean the Trading Day on which the Initial Closing is held, and shall mean the Trading Day on which all of the applicable

Transaction Documents have been executed and delivered by the applicable parties thereto related to the Initial Closing Date, and all

conditions precedent to (i) the Purchaser’s obligations to pay the Purchase Price at the Initial Closing and (ii) the Company’s

obligations to deliver the Securities to be issued and sold at the Initial Closing, in each case, have been satisfied or waived.

“Knowledge”

means, with respect to any Person, (x) such Person is actually aware of such fact or matter or (y) such Person should reasonably have

been expected to discover or otherwise become aware of such fact or matter after reasonable investigation, and for purposes hereof it

shall be assumed that such Person has conducted a reasonable investigation of the accuracy of the representations and warranties set forth

herein.

“Lien”

means any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional

sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected,

voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any

of the foregoing in the future.

“Note”

means a 7.5% OID Convertible Promissory Note substantially in the form attached hereto as Exhibit A in the principal face

amount of: (i) with regard to the Note issued at the Initial Closing, $10,810,810.81 and (ii) with regard to the Note issued at the Second

Closing, $5,405,405.41.

“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.

“Principal Market”

shall mean the NYSE American, LLC.

“Purchase Price”

means (x) with regard to the Initial Closing, $10,000,000 and (y) with regard to the Second Closing, $5,000,000.

“Rule 144”

means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or

any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

“Second Closing”

means the second closing conducted pursuant to the terms of this Agreement whereby the Company sells, and the Purchaser purchases, the

applicable Note for the applicable Purchase Price.

“Second Closing Date”

means the Trading Day on which the Second Closing is held, which shall be November 16, 2026, provided that all of the applicable Transaction

Documents have been executed and delivered by the applicable parties thereto related to the Second Closing Date, and all conditions precedent

to (i) the Purchaser’s obligations to pay the Purchase Price at the Second Closing and (ii) the Company’s obligations to deliver

the Securities to be issued and sold at the Second Closing, in each case, have been satisfied or waived.

“Securities Act”

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

“Termination Date”

shall have the meaning ascribed to such term in Section 1(a).

“Trading Day”

means a day on which the Principal Market is open for trading; provided, that in the event that the Common Stock is not listed or quoted

for trading on a Trading Market on the date in question, then Trading Day shall mean a Business Day.

“Trading Market”

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

NYSE American, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange, OTCQB,

OTCQX, or the OTC Pink (or any successors to any of the foregoing). Notwithstanding the foregoing, term “Trading Market” shall

only include the OTC Pink for any interim period of time required upon the Company’s delisting from any other Trading Market provided

that the Company shall be required to list its Common Stock for trading or quotation on another Trading Market (excluding the OTC Pink)

promptly upon such delisting and the failure to do so shall constitute a default under the terms of this Agreement and the other Transaction

Documents.

“Transaction”

shall have the meaning ascribed to such term in the Preamble.

“Transaction Documents”

means this Agreement all exhibits and schedules thereto and hereto, the applicable Note and any other documents or agreements executed

in connection with the transactions contemplated hereunder.

AGREEMENT

NOW, THEREFORE, in

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

sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

PURCHASE AND SALE.

(a) Closing.

On the applicable Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser

agrees to purchase, the applicable Note for the applicable Purchase Price (such purchase and sale being a “Closing”).

At such Closing, the applicable Purchase Price shall consist solely of cash in immediately available funds. Contemporaneously with or

immediately promptly following each Closing, the Purchaser shall deliver to the Company the applicable Purchase Price and the Company

shall, on the applicable Closing Date, deliver to the Purchaser the applicable Note purchased by the Purchaser at such Closing. On the

applicable Closing Date, the Company and the Purchaser shall also deliver the other items set forth in Section 1(b) and 1(c), respectively,

deliverable at such Closing. Upon satisfaction of the covenants and conditions set forth herein and receipt of the applicable Purchase

Price by the Company, each Closing shall occur at the principal offices of the Company or such other location as the parties shall mutually

agree.

(b) Company

Deliverables. On or prior to each Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i) this

Agreement duly executed by the Company;

(ii) a

legal opinion of Company Counsel, addressed to Purchaser, in a form to be reasonably acceptable to the Company and the Purchaser, which

will contain those opinions set forth in Exhibit B attached hereto (the “Legal Opinion”) dated as of

such Closing Date;

(iii) the

applicable Note duly executed by the Company;

(iv) a

Certificate of Good Standing of the Company from its jurisdiction of incorporation dated no earlier than five Business Days prior to the

applicable Closing Date;

(v) a

certificate, in the form acceptable to the Purchaser, executed by the Secretary of the Company dated as of the applicable Closing Date

as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably

acceptable to the Purchaser, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in

effect at the applicable Closing;

(vi) a

certificate, executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date, (the “Officer’s

Certificate”) attesting that each and every representation and warranty of the Company shall be true and correct in all material

respects as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations

and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed,

satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied

with by the Company at or prior to the applicable Closing Date, including, without limitation the issuance of all Securities on the applicable

Closing Date as required by the Transaction Documents and the Company has a sufficient number of duly authorized shares of Common Stock

reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents; and

(vii) all

documents, instruments and other writings required to be delivered by the Company to the Purchaser on or before the applicable Closing

Date pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated hereby.

Deliverables. On or prior to each Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this

Agreement duly executed by the Purchaser; and

(ii) the

applicable Purchase Price by wire transfer to the account specified by the Company on Schedule 1 hereto.

PURCHASER’S REPRESENTATIONS AND WARRANTIES.

The Purchaser represents and

warrants to the Company that, as of the date hereof and as of the applicable Closing Date:

(a) Organization;

Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of

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

Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b) No

Public Sale or Distribution. The Purchaser (i) is acquiring the Note and (ii) upon conversion of the Note will acquire the

Conversion Shares issuable upon conversion thereof, in each case, for its own account and not with a view towards, or for resale in connection

with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted

under the Securities Act; provided, however, by making the representations herein, such Purchaser does not agree, or make any representation

or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities

at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Such

Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities

in violation of applicable securities laws.

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

Company and materials relating to the offer and sale of the Securities that have been requested by the Purchaser. The Purchaser and its

advisors, if any, have had (i) the opportunity to review the Transaction Documents and the SEC Reports (as defined below) and has been

afforded the opportunity to ask such questions of the Company as it has deemed necessary of, and to receive answers from, representatives

of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities;

(ii) access to information about the Company and its financial condition, results of operations, business, properties, management and

prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the

Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with

respect to the investment. Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or its advisors,

if any, or its representatives shall modify, amend or affect the Purchaser’s right to rely on the Company’s representations

and warranties contained herein. The Purchaser understands that its investment in the Securities involves a high degree of risk. The

Purchaser acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge

and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated

hereby. The Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising.

The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision

with respect to its acquisition of the Securities. The Purchaser is not relying upon, and has not relied upon, any statement, representation

or warranty made by any person, except for statements, representations and warranties contained in this Agreement, in making its investment

or decision to invest in the Company.

(d) No

Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in

the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(e) Validity;

Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and shall

constitute the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its terms,

except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,

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

and remedies.

(f) No

Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of

the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Purchaser, or (ii) conflict

with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others

any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser

is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities

laws) applicable to the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations

which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser

to perform its obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and

warrants to the Purchaser that, as of the date hereof and as of the applicable Closing Date:

(a) Organization

and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in

good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties

and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its

Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership

of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to

be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used

in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets,

liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its Subsidiaries,

taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments

to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to

perform any of their respective obligations under any of the Transaction Documents. Other than the Persons set forth on Schedule 3(a),

the Company has no Subsidiaries. “Subsidiaries” means any Person in which the Company, directly or indirectly, (I)

owns a majority of the outstanding capital stock or holds a majority of the equity or similar interest of such Person or (II) controls

or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually

referred to herein as a “Subsidiary.”

(b) Authorization;

Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this

Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution

and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions

contemplated hereby (including, without limitation, the issuance of the Note and the reservation for issuance and issuance of the Conversion

Shares issuable upon conversion of the Note) have been duly authorized by the Company’s Board of Directors and (other than (i)

any filings as may be required by any state securities agencies or pursuant to the securities regulations, (ii) the filing of the Prospectus

Supplement, (iii) the filing of a proxy or information statement in connection with, and the obtaining of, the Stockholder Approval (as

hereinafter defined) and (iv) the filing of a Supplemental Listing Application (“SLAP”) with, and approval by, the

Principal Market (clauses (i) – (iv) are collectively referred to as the “Required

Filings”)) no further filing, consent or authorization is required by the Company, its Board of Directors or stockholders

or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will, prior to the applicable

Closing, have been, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the

Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general

principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting

generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution

may be limited by federal or state securities law.

of Securities. The issuance of the Securities is duly authorized and when issued and delivered in accordance with the terms

of the Transaction Documents, shall be validly issued, fully paid and non-assessable and free from all Liens with respect to the issuance

thereof. As of the Initial Closing Date, the Company shall have reserved from its duly authorized capital stock not less than 200% of

the maximum number of Conversion Shares (assuming for purposes hereof that any such conversion shall not take into account any limitations

on the conversion of the Note as set forth therein) (the “Required Reserve Amount”). Upon conversion in accordance

with the Notes, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive

or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common

Stock.

(d) No

Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the

Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Note, the Conversion

Shares and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Certificate of Incorporation

as amended and as in effect on the date hereof (including, without limitation, any certificate of designation contained therein, the

“Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the

“Bylaws”) or other organizational documents of the Company, or any capital stock or other securities of the Company,

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

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

to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment

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

the Principal Market and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or

any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected assuming,

with respect to clauses (ii) and (iii) above, the making of the Required Filings and except in the case of clauses (ii)

and (iii) above, for such breaches, violations or conflicts as would not reasonably be expected, individually or in the aggregate,

to have a Material Adverse Effect.

(e) Consents.

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

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

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

Documents, in each case, in accordance with the terms hereof or thereof. Other than the Required Filings, all consents, authorizations,

orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been or will be obtained

or effected on or prior to the applicable Closing Date, and the Company is not aware of any facts or circumstances which might prevent

the Company from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. Except

as set forth in the reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC

pursuant to the Securities Act and the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof

and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by

reference therein, together with the Prospectus Supplement, being hereinafter referred to as the “SEC Reports”), the

Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could

reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.

(f) Acknowledgment

Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser 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 Purchaser is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”

(as defined in Rule 144 promulgated under the Securities Act (or a successor rule thereto) of the Company or any of its Subsidiaries

or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of

Rule 13d-3 of the Exchange Act). The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary

of the Company with respect to the Transaction Documents and the transactions contemplated hereby, and any advice given by the Purchaser

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 Purchaser’s purchase of the Securities. The Company further represents to the Purchaser 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.

(g) No

General Solicitation; Placement Agent’s Fees. 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 the Purchaser or its investment advisor)

relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Purchaser harmless against, any

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

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

offer or sale of the Securities.

(h) [Intentionally

Omitted]

(i) Dilutive

Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The

Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Note in accordance with this

Agreement and the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests

of other stockholders of the Company

(j) Application

of Takeover Protections; Rights Agreement. The Company and its Board of Directors have taken all necessary action, if any,

in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,

without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under

the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise

which is or could become applicable to the Purchaser as a result of the transactions contemplated by this Agreement, including, without

limitation, the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities. The Company and its

Board of Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement

relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

(k) SEC

Reports; Financial Statements. Except as set forth on Schedule 3(k), during the one (1) year prior to the date hereof,

the Company has timely filed all SEC Reports. The Company has delivered or has made available to the Purchaser or its representatives

true, correct and complete copies of each of the SEC Reports not available on the EDGAR system. As of their respective dates, the SEC

Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated

thereunder applicable to the SEC Reports, and none of the SEC Reports, at the time they were filed with the SEC, contained any untrue

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

therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements

of the Company included in the SEC Reports complied in all material respects with applicable accounting requirements and the published

rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared

in accordance with GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial

statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may

be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates

thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to

normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established

by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the

date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No.

5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No

other information provided by or on behalf of the Company to the Purchaser which is not included in the SEC Reports contains any untrue

statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in

the light of the circumstance under which they are or were made. The Company is not currently contemplating amending or restating any

of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with

respect thereto) included in the SEC Reports (the “Financial Statements”), nor is the Company currently aware of facts

or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any

of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed

by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is

any need for the Company to amend or restate any of the Financial Statements.

(l) Absence

of Certain Changes. Other than as disclosed in the SEC Reports, since the date of the Company’s most recent audited financial

statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets,

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

of its Subsidiaries. Except as disclosed in the SEC Reports, since the date of the Company’s most recent audited financial statements

contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets,

individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or

in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to

seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding

up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate

involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and

its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby

to occur at the applicable Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent”

means, with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s

and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total indebtedness,

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

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

that would be beyond their ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business

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

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

now conducted and is proposed to be conducted.

(m) No

Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred

or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective

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

would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with

the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have

a material adverse effect on the Purchaser’s investment hereunder or (iii) could have a Material Adverse Effect.

(n) Conduct

of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default

under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred

stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association,

articles of association, articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation

of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries,

and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases

for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality

of the foregoing, except as set forth on Schedule 3(n), the Company is not in violation of any of the rules, regulations or requirements

of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the

Common Stock by the Principal Market in the foreseeable future. During the two years prior to the date hereof, (i) the Common Stock has

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

the Principal Market and (iii) except as set forth in the SEC Reports, the Company has received no communication, written or oral, from

the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and

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

to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have,

individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice

of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment,

judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries

is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice

of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business

by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have

not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

(o) Foreign

Corrupt Practices

Neither the Company nor any director, officer, agent, employee, nor any other person acting for or on behalf of the Company (individually

and collectively, a “Company Affiliate”) have violated the FCPA or any other applicable anti-bribery or anti-corruption

laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised

to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for

any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively,

a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high

probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any

Government Official, for the purpose of:

(i) (A)

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

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

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

(ii) assisting

the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.

(p) Sarbanes-Oxley

Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of

2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(q) Transactions

With Affiliates. Since January 1, 2025, except as disclosed in the SEC Reports, no current or former employee, partner, director,

officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company,

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

or has been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement

providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such

director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as

employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any

corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries

(except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on

or quoted through an Eligible Market (as hereinafter defined)), nor does any such Person receive income from any source other than the

Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company

or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her

immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted

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

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

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

of Directors of the Company).

(r) Equity

Capitalization.

(i) Definitions:

(A) “Class

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

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

(B) “Preferred

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

by the Board of Directors of the Company in a certificate of designations and (y) any capital stock into which such preferred stock shall

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

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

(ii) Authorized

and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 2,500,000,000 shares

of Common Stock, of which, 236,001,576 are issued and outstanding and 474,940,643 shares are reserved for issuance pursuant to Convertible

Securities (as defined below) (other than the Note) exercisable or exchangeable for, or convertible into, shares of Common Stock, (B)

25,000,000 shares of Class B Common Stock, of which, 24,553,809 are issued and outstanding and none is reserved for issuance pursuant

to Convertible Securities exercisable or exchangeable for, or convertible into, shares of Class B Common Stock, and (C) 25,000,000 shares

of preferred stock, par value $0.001 per share, of which (I) 1,000,000 shares designated as Series A Cumulative Redeemable Preferred Stock,

7,040 of which are issued and outstanding, (II) 60,000 shares are designated as Series B Convertible Preferred Stock, approximately 3,000

of which are issued and outstanding (III) 75,000 shares of Series C Convertible Preferred Stock, 50,000 of which are issued and outstanding,

(IV) 2,000,000 shares of Series D Cumulative Redeemable Perpetual Preferred Stock, 665,831 of which are issued and outstanding, (V) 2,500,000

shares are designated as Series E Preferred Stock, 649,998 of which are issued and outstanding, (VI) 1,000,000 shares are designated as

Series F Preferred Stock, 998,577 of which are issued and outstanding, (VII) 25,000 shares are designated as Series G Convertible Preferred

Stock, 960 of which are issued and outstanding, and (VIII) 100,000 shares are designated as Series H Convertible Preferred Stock, 4,000

of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company. “Convertible Securities”

means any capital stock or other security of the Company that is at any time and under any circumstances directly or indirectly convertible

into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security

of the Company (including, without limitation, Common Stock).

(iii) Valid

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

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

(A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note) and (B) that are, as of the date

hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated based on the assumption

that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates”

without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of

its Subsidiaries. To the Company’s Knowledge, other than as set forth on Schedule 3(r)(iii), no Person beneficially owns

10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible

Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as

the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without

conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

(iv) Existing

Securities; Obligations. Except as disclosed in the SEC Reports: (A) none of the Company’s shares, interests or capital stock

is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company; (B) there are no outstanding

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

convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company, or contracts, commitments,

understandings or arrangements by which the Company is or may become bound to issue additional shares, interests or capital stock of the

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

or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company; (C) there are no

agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act;

(D) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are

no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company;

(E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the

Securities; and (F) the Company has no stock appreciation rights or “phantom stock” plans or agreements or any similar plan

or agreement.

(v) Organizational

Documents. The Company has furnished to the Purchaser true, correct and complete copies of the Company’s Certificate of Incorporation

and the Company’s Bylaws.

(s) [Intentionally

Omitted]

(t) Litigation.

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

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

the Company, the Common Stock or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise,

in their capacities as such, which, if there were an unfavorable decision, would reasonably be expected to result in a Material Adverse

Effect. No director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged

in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge

of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director

or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement

filed by the Company under the Securities Act or the Exchange Act. After reasonable inquiry of its employees, the Company is not aware

of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding.

Except as set forth in the SEC Reports, the Company is not subject to any order, writ, judgment, injunction, decree, determination or

award of any Governmental Entity.

(u) Insurance.

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

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

Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for,

and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage

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

a cost that would not have a Material Adverse Effect.

(v) [Intentionally

Omitted]

(w) Title.

(i) Real

Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other

interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned by the

Company or any of its Subsidiaries (as applicable). Except as set forth in the SEC Reports, the Real Property is free and clear of all

Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature

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

use of the property subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under

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

to be made of such property and buildings by the Company or any of its Subsidiaries.

(ii) Fixtures

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

personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its

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

are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in

need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s

and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the applicable Closing.

(x) [Intentionally

Omitted]

(y) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports or on Schedule 3(y) hereto.

(z) Subsidiary

Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable

law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

(aa) Tax

Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all

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

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

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

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

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no

basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined

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

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

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

constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving the Company’s ability

to utilize such NOLs.

(bb) Internal

Accounting and Disclosure Controls . The Company and each of its Subsidiaries maintains internal control over financial reporting

(as such term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and

liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s

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

and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC

Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act)

that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under

the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC,

including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in

the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including

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

regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant,

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

controls over financial reporting of the Company or any of its Subsidiaries.

(cc) Off

Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries

and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and

is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(dd) Investment

Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”

an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated

person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms

are defined in the Investment Company Act of 1940, as amended.

(ee) Acknowledgement

Regarding Purchaser’s Trading Activity. It is understood and acknowledged by the Company that (i) following the public

disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, the Purchaser has not

been asked by the Company or any of its Subsidiaries to agree, nor has the Purchaser agreed with the Company or any of its Subsidiaries,

to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short)

any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the

Securities for any specified term; (ii) the Purchaser, and counterparties in “derivative” transactions to which the Purchaser

is a party, directly or indirectly, presently may have a “short” position in the Common Stock which was established prior

to the Purchaser’s knowledge of the transactions contemplated by the Transaction Documents; (iii) the Purchaser shall not be deemed

to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv)

the Purchaser may rely on the Company’s obligation to timely deliver shares of Common Stock upon conversion of the Securities as

and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company. The Company

further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents

pursuant to the 8-K Filing (as defined below) the Purchaser may engage in hedging and/or trading activities (including, without limitation,

the location and/or reservation of borrowable shares of Common Stock) at various times during the period that the Securities are outstanding,

including, without limitation, during the periods that the value and/or number of the Conversion Shares deliverable with respect to the

Securities are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation

of borrowable shares of Common Stock), if any, can reduce the value of the existing stockholders’ equity interest in the Company

both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned

hedging and/or trading activities do not constitute a breach of this Agreement, the Note, or any other Transaction Document or any of

the documents executed in connection herewith or therewith.

(ff) Manipulation

of Price. Neither the Company nor any of its Subsidiaries has, and, to the Knowledge of the Company, no Person acting on their

behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price

of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for,

purchased, or paid any compensation for soliciting purchases of, any of the Securities, (iii) paid or agreed to pay to any Person any

compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed

to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(gg) U.S.

Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any

of the Securities are held by the Purchaser, shall become, a U.S. real property holding corporation within the meaning of Section 897

of the Code, and the Company and each Subsidiary shall so certify upon the Purchaser’s request.

(hh) [Intentionally Omitted]

(ii) Transfer

Taxes. On the applicable Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required

to be paid in connection with the issuance, sale and transfer of the Securities to be sold to the Purchaser hereunder will be, or will

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

(jj) Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the BHCA and to regulation by the Board

of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries

or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities

or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the

Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management

or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(kk) [Intentionally Omitted]

(ll) Illegal

or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the

Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents

or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company

or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution

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

or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal

political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(mm) Money

Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act

of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws,

regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not

limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons

Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR,

Subtitle B, Chapter V.

(nn) Management.

Except as set forth in the SEC Reports, during the past five year period, no current or former officer or director or, to the Knowledge

of the Company, no current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has been the subject of:

(i) a

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

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

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

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

(ii) a

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

to driving while intoxicated or driving under the influence);

(iii) any

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

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

(1) Acting

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

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

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

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

such activity;

(2) Engaging

in any particular type of business practice; or

(3) Engaging

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

laws or commodities laws;

(iv) any

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

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

associated with persons engaged in any such activity;

(v) a

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

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

or vacated; or

(vi) a

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

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

(oo) Stock

Option Plans. Each stock option granted by the Company was granted (i) in accordance with the

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

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or

practice of the Company to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with,

the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results

or prospects.

(pp) No

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

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

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

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

hereof, the Company had discussions with its accountants about its financial statements previously filed with the SEC. Based on those

discussions, the Company has no reason to believe that it will need to restate any such financial statements or any part thereof.

(qq) Other

Covered Persons. The Company is not aware of any Person that has been or will be paid (directly

or indirectly) remuneration for solicitation of the Purchaser or potential purchasers in connection with the sale of the Securities.

(rr) Public

Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”

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

(ss) Federal

Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under

the Federal Power Act, as amended.

(tt) Disclosure.

The Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with

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

or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.

The Company understands and confirms that the Purchaser will rely on the foregoing representations in effecting transactions in securities

of the Company. All disclosures provided to the Purchaser regarding the Company and its Subsidiaries, their businesses and the transactions

contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is

true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to

make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company acknowledges

and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby

other than those specifically set forth in Section 2.

(uu) Compliance with

Registration Requirements. The Registration Statement became effective under the Securities Act on December 11, 2025. The Company

has complied, to the SEC’s satisfaction, with all requests of the SEC for additional or supplemental information, if any. The Registration

Statement is effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement is in effect

and no proceedings for such purpose have been instituted or, to the knowledge of the Company, are pending or contemplated or threatened

by the SEC. The Company meets the eligibility requirements for use of Form S-3 (pursuant to Instruction I.B.6) under the Securities Act.

The documents incorporated or deemed to be incorporated by reference in the Registration Statement, at the time they were or hereafter

are filed with the SEC, or became effective under the Exchange Act, as the case may be, complied and will comply with in all material

respects with the requirements of the Exchange Act.

(vv) Prospectus Supplement

Disclosure. The Prospectus Supplement when filed complied in all material respects with the Securities Act. Each of the Registration

Statement and any post-effective amendment thereto, including any documents incorporated or deemed to be incorporated by reference in

the Registration Statement, at the time it became or becomes effective, complied and will comply in all material respects with the Securities

Act, and did not, and at any Closing Date will 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 not misleading. The Prospectus Supplement (including any prospectus wrapper),

as of its date, did not, and at any Closing Date, will not, contain any untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

There are no contracts or other documents required to be described in the Prospectus Supplement or to be filed as an exhibit to the Registration

Statement which have not been described or filed as required. No event, liability, development or circumstance has occurred or exists,

or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses,

properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required

to be disclosed by the Company under applicable securities laws on a registration statement on Form S-3 filed with the SEC relating to

an issuance and sale by the Company of any shares of Common Stock and which has not been publicly announced, (ii) could have a material

adverse effect on the Purchaser’s investment hereunder or (iii) could have a Material Adverse Effect.

COVENANTS.

(a) Best

Efforts. The Purchaser shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied

by it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder

and conditions to be satisfied by it as provided in Section 7 of this Agreement

(b) Blue

Sky. The Company shall, on or before the applicable Closing Date, take such action as the Company shall reasonably determine is necessary

in order to obtain an exemption for, or to, qualify the Securities for sale to the Purchaser at the applicable Closing pursuant to this

Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from

such qualification), and shall provide evidence of any such action so taken to the Purchaser on or prior to the applicable Closing Date.

Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating

to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal

securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state

and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Purchaser.

Status. Until the date on which the Purchaser shall have sold all of the Securities (the “Reporting Period”), the

Company shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not terminate

its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder

would no longer require or otherwise permit such termination.

(d) Use

of Proceeds. The Company will use the proceeds from the sale of the Securities for working capital and general corporate purposes.

(e) Financial

Information. The Company agrees to send the following to the Purchaser during the Reporting Period (i) unless the following are filed

with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof

with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance

sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current

Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the Securities Act, (ii)

unless the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service

(such as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by the Company or any of its

Subsidiaries and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available

or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

(f) Listing.

The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Conversion Shares upon each

national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated for quotation

(as the case may be), and, in any event, the Company shall have filed the SLAP within one (1) Business Days of Closing and used its best

efforts to obtain approval of the Principal Market to list the Conversion Shares within five (5) Business Days of Closing. The Company

shall maintain such listing or designation for quotation (as the case may be) of all Conversion Shares from time to time issuable under

the terms of the Transaction Documents on such national securities exchange or automated quotation system. The Company shall maintain

the Common Stock’s listing or authorization for quotation (as the case may be) on the Principal Market, The New York Stock Exchange,

the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible Market”).

Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or

suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations

under this Section 4(f).

(g) Fees

and Expenses. The Company has paid McDermott Will & Schulte LLP, counsel to the Purchaser, reasonable legal fees and expenses

incurred in connection with the transactions contemplated by this Agreement, in the amount of $75,000.

(h) Pledge

of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the

Securities may be pledged by the Purchaser in connection with a bona fide margin agreement or other loan or financing arrangement that

is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,

and the Purchaser, in effecting a pledge of Securities, shall not be required to provide the Company with any notice thereof or otherwise

make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company hereby agrees to execute and

deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such

pledgee by the Purchaser.

(i) Disclosure

of Transactions and Other Material Information.

(i) Disclosure

of Transaction. On or before 9:00 a.m., New York time, on the first (1st) Business Day after the date of this Agreement,

the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction

Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (the “8-K Filing”).

From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to

the Purchaser by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection

with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company

acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between

the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand,

and the Purchaser or any of its affiliates, on the other hand, shall terminate.

(ii) Limitations

on Disclosure. Other than as required under the Transaction Documents (but subject to any other disclosure obligations of the Company

with respect thereto), the Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective

officers, directors, employees and agents not to, provide the Purchaser with any material, non-public information regarding the Company

or any of its Subsidiaries from and after the date hereof unless prior thereto the Purchaser shall have consented in writing to the receipt

of such information and agreed with the Company to keep such information confidential. If any material, non-public information is required

to be provided by the Company or any of its Subsidiaries to the Purchaser pursuant to the Transaction Documents, the Company shall obtain

the Purchaser’s prior written consent prior to providing such information to the Purchaser, and if the Purchaser fails to provide

such written consent, the Company shall not be deemed to be in breach of any of the Transaction Documents as a result of the failure to

provide such information. To the extent that the Company delivers any material, non-public information to the Purchaser without the Purchaser’s

prior written consent in breach of the foregoing sentence, the Company hereby covenants and agrees that the Purchaser shall not have any

duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, provided that

the Purchaser shall remain subject to applicable law. Subject to the foregoing, neither the Company, its Subsidiaries nor the Purchaser

shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however,

the Company shall be entitled, without the prior approval of the Purchaser, to make any press release or other public disclosure with

respect to such transactions (i) in substantial conformity with the 8-K Filing and (ii) as is required by applicable law and regulations

(provided that in the case of clause (i) above, the Purchaser shall be consulted by the Company in connection with any such press release

or other public disclosure prior to its release). Without the prior written consent of the Purchaser (which may be granted or withheld

in the Purchaser’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose

the name of the Purchaser in any filing, announcement, release or otherwise, except in the 8-K Filing and as otherwise may be required

by applicable law or regulations. Notwithstanding anything contained in this Agreement to the contrary and without implication that the

contrary would otherwise be true, the Company expressly acknowledges and agrees that the Purchaser shall not have (unless expressly agreed

to by the Purchaser after the date hereof in a written definitive and binding agreement executed by the Company and the Purchaser), any

duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company

or any of its Subsidiaries.

(j) Reservation

of Shares. So long as the Note remains outstanding, the Company shall take all action necessary to at all times have authorized, and

reserved for the purpose of issuance, no less than the Required Reserve Amount; provided that at no time shall the number of shares of

Common Stock reserved pursuant to this Section 4(j) be reduced other than in connection with any conversion and/or redemption of the Note.

If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve

Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including,

without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant

to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in

such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of

the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

(k) Conduct

of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation

of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,

in a Material Adverse Effect.

(l) Stockholder

Approval. No later than the fifth (5th) Trading Day after the initial Closing Date (the “Proxy Delivery Deadline”),

the Company shall file with the SEC through EDGAR (and subsequently distribute to each stockholder entitled to vote at the annual meeting

of stockholders of the Company (the “Stockholder Meeting”)), a preliminary proxy statement on Schedule 14A (the “PRE

14A”) with the SEC soliciting the Company’s stockholders’ affirmative votes to approve resolutions (the “Stockholder

Resolutions”) providing for, among other matters, (i) the approval of the issuance of all of the Securities pursuant to this

Agreement, including the issuance of Conversion Shares in excess of the Exchange Cap, in compliance with the rules and regulations of

the Principal Market, and (ii) the grant to the Board of Directors the discretionary authority for 12 months from the date of the Stockholder

Meeting to amend the Company’s Certificate of Incorporation to authorize a reverse stock split of the Common Stock, at a ratio in

the range from one-for-two to one-for-ten with such specific ratio to be determined by the Board of Directors (such affirmative approval

being referred to herein as the “Stockholder Approval.” The PRE 14A shall include the unanimous recommendation of the

Board of Directors that the Stockholder Resolutions be approved, and the Company shall solicit proxies from its stockholders in connection

therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall

vote their proxies in favor of the Stockholder Resolutions. The Company shall use its reasonable best efforts to: (i) promptly clear any

comments received by the SEC on the PRE 14A and thereafter use its best efforts to file a definitive proxy statement on Schedule 14A (the

“DEF 14A”) related to the meeting of its stockholders within twenty (20) days of the Execution Date, or as soon as

reasonably practicable thereafter, which meeting of stockholders shall occur as promptly as practicable but no later than December 31,

2026 (the “Stockholder Meeting Deadline”), and (ii) obtain such Stockholder Approval.

(m) Additional

Issuance of Securities. The Company agrees that for the period commencing on the date hereof and ending on the date immediately following

the earlier of (x) the 90th day after the most recent Closing Date and (y) five (5) Trading Days after the conversion or repayment of

all Notes that may be issued hereunder (the “Restricted Period”), the Company shall not directly or indirectly issue,

offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option

or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation,

any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities

(any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter)

is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(n) shall not apply in respect

of the issuance of (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the

Company in their capacity as such pursuant to an Approved Stock Plan (as defined below); (ii) shares of Common Stock issued upon the conversion

or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan

that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance

(as the case may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance

(as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement,

the conversion, exercise or issuance price of any such Convertible Securities (other than standard options to purchase Common Stock issued

pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than

standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended

to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than

standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise

materially changed in any manner that adversely affects any of the Buyers; and (iii) the Conversion Shares. “Approved Stock Plan”

means any employee benefit plan which has been approved by the board of directors of the Company prior to the date hereof pursuant to

which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services

provided to the Company in their capacity as such

(n) Passive

Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses,

in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning

of Section 1297 of the Code.

(o) Corporate

Existence. So long as the Purchaser beneficially owns the Note, the Company shall not be party to any Fundamental Transaction (as

defined in the Note) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in

the Note.

(p) Conversion

Procedures. The form of Conversion Notice (as defined in the Note) included in the Note sets forth the totality of the procedures

required of the Purchaser in order to convert the Note. The Company shall honor conversions of the Note and shall deliver the Conversion

Shares in accordance with the terms, conditions and time periods set forth in the Note.

(q) Regulation

M. The Company will not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of

the Securities contemplated hereby.

(r) Registration

Statement.

(i) Maintaining

the Registration Statement. The Company shall use best efforts to maintain the effectiveness of the Registration Statement and the

Prospectus Supplement at all times while any of the Notes may be purchased pursuant to the terms of this Agreement (the “Registration

Period”), except for any time during which the SEC reviews any successor registration statement, post-effective amendment to

the Registration Statement, any supplement to the Prospectus Supplement, any successor prospectus supplement to the Registration Statement

or other filing necessary to register the offer and sale of the Notes. Notwithstanding anything to the contrary contained in this Agreement,

the Company shall ensure that the Registration Statement (including, without limitation, all successor registration statements, amendments

and supplements thereto) and the Prospectus Supplement (including, without limitation, all successor prospectus supplements, amendments

and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses,

in the light of the circumstances in which they were made) not misleading. During the Registration Period, the Company shall notify the

Purchaser promptly if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common Stock shall

cease to be authorized for listing on the Principal Market, (iii) the Common Stock ceases to be registered under Section 12(b) or Section

12(g) of the Exchange Act or (iv) the Company fails to file in a timely manner all reports and other documents required of it as a reporting

company under the Exchange Act, and the occurrence of such event or events shall be deemed an Event of Default under the Note.

(ii) Amendments

and Other Filings. The Company shall (i) prepare and file with the SEC such amendments (including post-effective amendments) and supplements

to the Registration Statement or Prospectus Supplement or other related prospectus used in connection with such Registration Statement,

which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration

Statement effective at all times during the Registration Period; (ii) cause the related prospectus to be amended or supplemented by any

required prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule

424 promulgated under the Securities Act; (iii) provide the Purchaser copies of all correspondence from and to the SEC relating to a Registration

Statement (provided that the Company may excise any information contained therein which would constitute material non-public information).

(iii) Effect

of Failure to File Maintain Effectiveness of any Registration Statement. If (i) the Company fails to maintain a Registration Statement

covering the sale of the Note required to be covered thereby and required to be filed by the Company pursuant to this Agreement or if

a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason and

(ii) the Conversion Shares cannot be issued without any restrictive legend, including pursuant to Section 3(a)(9) of the Securities Act,

then, the Company shall enter into an exchange agreement with the Purchaser, pursuant to Section 3(a)(9) of the Securities Act, in order

to allow the Purchaser to be able to sell the Conversion Shares.

(s) Additional

Investment. At any time on or prior to the three-month anniversary of the date when all of the Notes have been sold hereunder (the

“AIR Period”), the Purchaser and the Company may, by mutual agreement, sell and purchase an additional Note, for a

Purchase Price equal to $10,000,000, on the same terms and conditions as applicable to the Second Closing as contained in the Transaction

Documents (the “Additional Investment”). If the Company and the Purchaser agree to the Additional Investment, the Company

and the Purchaser shall execute new documents substantially similar to the Transaction Documents and hold a Closing for the Additional

Investment during the AIR Period.

(a) Register.

The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice

to each holder of Securities), a register for the Note in which the Company shall record the name and address of the Person in whose name

the Note has been issued (including the name and address of each transferee), the principal amount of the Note held by such Person and

the number of Conversion Shares issuable pursuant to the terms of the Note. The Company shall keep the register open and available at

all times during business hours for inspection of the Purchaser or its legal representatives.

(b) Transfer

Agent. While the Note remains outstanding, the Company shall maintain a transfer agent that participates in FAST. Any fees (with respect

to the transfer agent, counsel to the Company or otherwise) associated with the removal of any legends on any of the Securities shall

be borne by the Company.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

(a) The

obligation of the Company hereunder to issue and sell the applicable Note to the Purchaser at the applicable 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

Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Purchaser with prior

written notice thereof:

(i) The

Purchaser shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii) The

Purchaser shall have delivered to the Company the applicable Purchase Price in cash for the Note being purchased by the Purchaser at such

Closing.

(iii) The

representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of

the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific

date, which shall be true and correct as of such specific date), and the Purchaser 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 Purchaser at or prior to the applicable Closing Date.

CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE.

(a) The

obligation of the Purchaser hereunder to purchase the applicable Note at the applicable Closing is subject to the satisfaction, at or

before each applicable Closing Date, of each of the following conditions applicable to such Closing, provided that these conditions are

for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Company

with prior written notice thereof:

(i) The

Company shall have duly executed (as applicable) and delivered to the Purchaser each of the items set forth in Section 1(b) of this Agreement.

(ii) Each

and every representation and warranty of the Company shall be true and correct as of the date when made and as of the applicable Closing

Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be

true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date.

(iii) The

Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market, (B) shall not have been suspended,

as of the applicable Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the

SEC or the Principal Market have been threatened, as of the applicable Closing Date, in writing by the SEC or the Principal Market and

(C) the Company shall not have received notice that it is not in compliance with the rules and regulations of the Principal Market.

(iv) No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by

any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by

the Transaction Documents.

(v) Since

the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material

Adverse Effect.

(vi) With

regard to the Second Closing, the Company shall have filed the SLAP and obtained approval of the Principal Market to list the Conversion

Shares.

(vii) With

regard to the Second Closing, the Company shall have complied with the Proxy Delivery Deadline and, if applicable, the Stockholder Meeting

Deadline.

(viii) With

regard to the Second Closing, the Company shall have filed its Form 10-Q for the fiscal quarter ending September 30, 2026.

(ix) The

Company shall have delivered to the Purchaser such other documents, instruments or certificates relating to the transactions contemplated

by this Agreement as the Purchaser or its counsel may reasonably request.

TERMINATION.

In the event that the Initial

Closing shall not have occurred within five (5) days of the date hereof, then the Purchaser shall have the right to terminate its obligations

under this Agreement at any time on or after the close of business on such date without liability of the Purchaser to the Company; provided,

however, the right to terminate this Agreement under this Section 8 shall not be available to the Purchaser if the failure of the

transactions contemplated by this Agreement to have been consummated by such date is the result of the Purchaser’s breach of this

Agreement. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party

of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific

performance by any other party of its obligations under this Agreement or the other Transaction Documents.

MISCELLANEOUS.

(a) Governing

Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this

Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of

law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any

jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and

federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection

herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably

waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,

action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that

such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to

limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude

the Purchaser from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s

obligations to the Purchaser or to enforce a judgment or other court ruling in favor of the Purchaser. EACH PARTY HEREBY IRREVOCABLY

WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER

TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED

HEREBY OR THEREBY.

(b) Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature

is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature

page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)

with the same force and effect as if such signature page were an original thereof.

Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation

of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,

neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words

of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in

which they are found.

(d) Severability;

Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable

by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended

to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall

not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express,

without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity

or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations

of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor

in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of

which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary

contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable),

it is the intention of the parties that in no event shall amounts and value paid by the Company, or payable to or received by the Purchaser,

under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest” under

applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to the Purchaser,

or collection by the Purchaser pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable

law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of the Purchaser and the Company

and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case

may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing

or refunding, at the option of the Purchaser, the amount of interest or any other amounts which would constitute unlawful amounts required

to be paid or actually paid to the Purchaser under the Transaction Documents. For greater certainty, to the extent that any interest,

charges, fees, expenses or other amounts required to be paid to or received by the Purchaser under any of the Transaction Documents or

related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable

law, such amounts shall be pro-rated over the period of time to which they relate.

(e) Entire

Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto

and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Purchaser, the Company,

their affiliates and Persons acting on their behalf, including, without limitation, any transactions by the Purchaser with respect to

the Note or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction Documents,

the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding

of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement

or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements the Purchaser has entered into

with, or any instruments the Purchaser has received from, the Company or any of its Subsidiaries prior to the date hereof with respect

to any prior investment made by the Purchaser in the Company or (ii) waive, alter, modify or amend in any respect any obligations of

the Company or any of its Subsidiaries, or any rights of or benefits to the Purchaser or any other Person, in any agreement entered into

prior to the date hereof between or among the Company and/or any of its Subsidiaries and the Purchaser, or any instruments the Purchaser

received from the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue

in full force and effect. Except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any representation,

warranty, covenant or undertaking with respect to such matters. For clarification purposes, the Recitals and Definitions are part of

this Agreement. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Purchaser.

No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. As a material inducement

for the Purchaser to enter into this Agreement, the Company expressly acknowledges and agrees that (x) no due diligence or other investigation

or inquiry conducted by the Purchaser, any of its advisors or any of its representatives shall affect the Purchaser’s right to

rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained

in this Agreement or any other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is

expressly preceded by the phrase “except as disclosed in the SEC Reports,” nothing contained in any of the SEC Reports shall

affect the Purchaser’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s

representations and warranties contained in this Agreement or any other Transaction Document.

(f) Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic

mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party

does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to

such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each

case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

If to the Company:

Hyperscale Data, Inc.

11411 Southern Highlands Parkway, Suite 190

Las Vegas, NV 89141

Attention: William B. Horne, Chief Executive Officer

E-Mail: Will@ault.com

With a copy (which shall not constitute notice) to:

Hyperscale Data, Inc.

122 East 42nd Street, 50th Floor

Suite 5000

New York, NY 10168

Attention: Henry Nisser, President and General Counsel

E-Mail: Henry@ault.com

If to the Purchaser:

To such address as has been delivered to the Company

or to such other mailing address and/or e-mail

address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party

five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,

waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date and

recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by

e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and

assigns, including any purchasers of any of the Note. The Company shall not assign this Agreement or any rights or obligations hereunder

without the prior written consent of the Purchaser, including, without limitation, by way of a Fundamental Transaction (as defined in

the Note) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Note).

The Purchaser may assign some or all of its rights hereunder in connection with any transfer of any of its Securities without the consent

of the Company, in which event such assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights.

(h) No

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted

successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the

Indemnitees referred to in Section 9(k).

(i) Survival.

The representations, warranties, agreements and covenants shall survive each Closing.

(j) Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall

execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in

order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Indemnification.

In consideration of the Purchaser’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder

and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify

and hold harmless the Purchaser and each holder of any Securities and all of their stockholders, partners, members, officers, directors,

employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without

limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)

from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses

in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is

sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred

by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty

made by the Company in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company contained

in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by

a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise

involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction

Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance

of the Securities, or (C) the status of the Purchaser or holder of the Securities either as an investor in the Company pursuant to the

transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in

interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking

by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of

each of the Indemnified Liabilities which is permissible under applicable law.

(l) Construction.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules

of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability

of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers

in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding

anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or

warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability

of, and/or securing of, securities of the Company in order for the Purchaser (or its broker or other financial representative) to effect

short sales or similar transactions in the future.

(m) Remedies.

The Purchaser and in the event of assignment by Purchaser of its rights and obligations hereunder, each holder of Securities, shall have

all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any

time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights

under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security),

to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The remedies

provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available under

this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive

relief).

(n) Withdrawal

Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction

Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not

timely perform its related obligations within the periods therein provided, then the Purchaser may rescind or withdraw, in its sole discretion

from time to time upon written notice to the Company any relevant notice, demand or election in whole or in part without prejudice to

its future actions and rights.

(o) Payment

Set Aside; Currency. To the extent that the Company makes a payment or payments to the Purchaser hereunder or pursuant to any

of the other Transaction Documents or the Purchaser enforces or exercises its rights hereunder or thereunder, and such payment or payments

or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,

set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver

or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable

cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall

be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United

States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall

be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount

in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount

of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street

Journal on the relevant date of calculation.

[signature pages follow]

IN WITNESS WHEREOF,

the Purchaser and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written

above.

COMPANY:

Hyperscale

Data, Inc.

By:

Name:

William B. Horne

Title:

Chief Executive Officer

PURCHASER

SIGNATURE PAGE TO Hyperscale Data, Inc.

NOTE PURCHASE

AGREEMENT

IN WITNESS WHEREOF, the undersigned

has caused this Note Purchase Agreement to be duly executed by its duly authorized signatory as of the date first indicated above.

Name of Purchaser: ESOUSA GROUP HOLDINGS, LLC

Signature of Authorized Signatory of Purchaser:

__________________________________

Name of Authorized Signatory: Michael Wachs

Title of Authorized Signatory: Managing Member

Email Address of Authorized Signatory: michael@esousallc.com

Address for Notice to Purchaser:

Esousa Group Holdings, LLC

211 East 43rd Street

Suite 402

New York, NY 10017

Attn: Michael Wachs

Address for Delivery of Securities to Purchaser

(if not same as address for notice):

EIN Number, if applicable, will be provided under

separate cover: ________________________

Exhibit A

Form of Note

Exhibit B

Legal Opinion

· The corporate existence and good standing of the Company

· The Company has requisite corporate power to enter into and perform obligations under the Transaction Documents

· Effecting the transaction will not violate the charter or bylaws

· Due authorization of the Note and the Conversion Shares

· The effectiveness of the Form S-3 and that it is not suspended from use

· The Company’s eligibility to use Form S-3, subject to a knowledge qualifier/officer’s certificate from the Company

· The offer and sale of the Note has been registered under the Securities Act

· Upon conversion of the Note, the Conversion Shares may be issued to the Holder without registration under the Securities Act pursuant

to the exemption available under Section 3(a)(9) of the Securities Act

· The performance of the Company’s obligations under the Transaction Documents and in accordance with the terms of the Transaction

Documents do not violate any laws, including federal securities laws

· Company is not required to register as an Investment Company

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