Form 8-K

8-K — OS Therapies Inc

Accession: 0001213900-26-075013

Filed: 2026-07-02

Period: 2026-06-30

CIK: 0001795091

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0296868-8k_ostherapies.htm (Primary)

EX-4.1 — FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (ea029686801ex4-1.htm)

EX-4.2 — FORM OF COMMON STOCK PURCHASE WARRANT (ea029686801ex4-2.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 30, 2026, AMONG OS THERAPIES INCORPORATED, OS ANIMAL HEALTH INC., OS THERAPIES UK LTD AND LEONITE FUND I, LP (ea029686801ex10-1.htm)

EX-10.2 — PLEDGE AND SECURITY AGREEMENT, DATED AS OF JUNE 30, 2026, AMONG OS THERAPIES INCORPORATED, OS ANIMAL HEALTH INC., OS THERAPIES UK LTD AND LEONITE FUND I, LP (ea029686801ex10-2.htm)

EX-99.1 — PRESS RELEASE ISSUED BY OS THERAPIES INCORPORATED ON JULY 2, 2026 (ea029686801ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0296868-8k_ostherapies.htm · Sequence: 1

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0001795091

2026-06-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 30, 2026

OS THERAPIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-42195

82-5118368

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

115 Pullman Crossing Road, Suite 103

Grasonville, Maryland

21638

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (410) 297-7793

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

OSTX

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. ☐

CURRENT REPORT ON FORM 8-K

OS Therapies Incorporated

June 30, 2026

Item 1.01. Entry into a Material Definitive

Agreement.

On June 30, 2026, OS Therapies

Incorporated (the “Company”), together with OS Animal Health Inc. (“OSAH”) and OS Therapies UK Ltd (“OSUK”

and, collectively, the “Borrowers”), each a wholly owned subsidiary of the Company, entered into a securities purchase agreement

(the “Purchase Agreement”) with Leonite Fund I, LP (the “Investor”), pursuant to which the Company agreed to issue

and sell to the Investor, in a private placement (the “Private Placement”), a senior secured convertible promissory note in

an aggregate principal amount of up to $10,000,000 (the “Note”). As additional consideration for the Investor’s purchase

of the Note, the Company also agreed to issue to the Investor (i) 275,000 shares of the Company’s common stock (the “Commitment

Shares”) and (ii) a five-year warrant (the “Warrant”) to purchase up to 1,750,000 shares of the Company’s common

stock (the “Warrant Shares” and, collectively with the Note, Commitment Shares and Warrant, the “Securities”).

Securities Purchase Agreement

Pursuant to the Purchase Agreement,

the Investor agreed to purchase the Note in an aggregate principal amount of up to $10,000,000, to be funded in one or more tranches.

Each funded tranche is subject to an original issue discount of 7.5%, which is included in the principal balance and earned only upon

funding of such tranche. The first tranche of $1,600,000 (less $35,000 retained by the Investor for legal fees and expenses) is expected

to be funded on July 2, 2026. An additional $400,000 is to be funded within 14 days from the date the first tranche is funded, subject

to adequate collateral as determined by the Investor. The remainder is to be funded in additional tranches at the sole discretion of the

Investor.

The Company intends to use

the net proceeds of the Private Placement to fund clinical development and regulatory activities, as well as for working capital and other

general corporate purposes.

Pursuant to the Purchase Agreement,

the Company has agreed not to issue, upon conversion of the Note, exercise of the Warrant or otherwise, shares of its common stock in

excess of 19.99% of the shares of the Company’s common stock outstanding as of June 30, 2026 to the extent such issuance would require

stockholder approval under the applicable rules of the NYSE American, including Section 713 thereof, unless and until such stockholder

approval has been obtained (the “exchange cap”). The Company has agreed to seek any such required stockholder approval by

the earlier of (i) 90 calendar days following the Closing Date (as defined in the Purchase Agreement) and (ii) its next regularly scheduled

meeting of stockholders.

Pursuant to the Purchase Agreement,

the Company has also agreed to file a resale registration statement covering the resale of all shares of the Company’s common stock

issued or issuable pursuant to the transaction documents (including the Commitment Shares, Warrant Shares and any shares of common stock

issuable upon conversion of the Note) within 90 days following the Closing Date and to cause such registration statement to be declared

effective by the Securities and Exchange Commission (the “SEC”) within 180 days following the Closing Date.

The Purchase Agreement provides

the Investor with (i) a participation right, pursuant to which, during the period beginning on the issuance date of the Note and ending

on the later of (A) 18 months following the advance date of the most recent tranche and (B) the date the Note has been paid in full, the

Investor may participate in certain future offerings of the Company’s or its subsidiaries’ securities by purchasing securities

in an amount equal to up to 100% of the then-outstanding principal amount of the Note on the same terms and conditions offered to other

investors, (ii) a right of first refusal with respect to certain bona fide financing opportunities received by the Company or its subsidiaries

while the Note remains outstanding, pursuant to which the Company is required to offer such financing opportunities to the Investor on

the same terms as those proposed by third parties, and (iii) rollover rights, pursuant to which the Investor may elect, in connection

with certain future public or private offerings of the Company’s equity, equity-linked or debt securities, to apply all or a portion

of the then-outstanding principal amount of, and accrued but unpaid interest on, the Note, together with certain Company securities then

held by the Investor, as consideration for securities issued in such financing, in each case on the same terms as other participating

investors, and subject, in the case of clauses (ii) and (iii), to certain exceptions.

The Purchase Agreement also

provides that, for so long as any amounts remain outstanding under the Note, the Investor has a most-favored-nation right with respect

to future financings and certain amendments to existing securities, pursuant to which, if the Company or any subsidiary issues or proposes

to issue any securities, or amends or proposes to amend any outstanding securities, containing terms that are more favorable to the holders

of such securities than the terms provided to the Investor under the transaction documents (or terms not otherwise afforded to the Investor),

the Company is required to provide notice of such terms to the Investor and, at the Investor’s option, such more favorable terms

will be incorporated into the transaction documents, subject to certain exceptions.

Terms of the Note

The following summary of certain

terms and provisions of the Note is not complete and is subject to, and qualified in its entirety by, the provisions of the Note, the

form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Interest and Maturity

The Note bears interest at

a rate of 9.0% per annum, payable monthly in arrears. Interest accrues on each tranche from the date the applicable advance is funded

and is guaranteed for the full term of such tranche. Each tranche of the Note matures on the date that is nine months following the applicable

advance date; provided that no tranche may mature later than 24 months following the issue date of the Note.

Conversion and Conversion

Limitations

The Note is convertible, at

the holder’s option, at any time, in whole or in part, into shares of the Company’s common stock at an initial conversion

price of $2.05 per share, subject to adjustment as provided therein. Subject to the holder’s election, the conversion amount may

include outstanding principal, accrued and unpaid interest, default interest and certain other amounts payable under the Note. The holder’s

conversion rights are subject to a beneficial ownership limitation of 4.99% of the Company’s outstanding common stock, which limitation

may be increased to 9.99% upon prior notice from the holder (or immediately upon notice if the holder is not subject to the reporting

requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as well as the exchange

cap and stockholder approval provisions set forth in the Note and the Purchase Agreement. Accordingly, the Company may not issue, and

the holder may not receive, shares upon conversion of the Note to the extent such issuance would exceed the applicable exchange cap or

otherwise require stockholder approval under the applicable rules of the principal national securities exchange on which the Company’s

common stock is then listed, unless and until such stockholder approval has been obtained.

Conversion Price Adjustments

While the Note is outstanding,

the conversion price is subject to customary adjustments for stock splits, stock dividends, recapitalizations, reclassifications and similar

transactions. In addition, if the Company issues or sells, or grants or amends securities that are convertible into, exercisable for or

otherwise entitle the holders thereof to acquire shares of the Company’s common stock at an effective price per share below the

then-applicable conversion price, subject to certain exceptions, the conversion price will be reduced to such lower effective price. However,

no such adjustment will become effective on or prior to September 29, 2026. Any adjustment resulting from a dilutive issuance occurring

on or prior to September 29, 2026 will be determined as of the date of such issuance in accordance with the terms of the Note, but will

automatically become effective on September 30, 2026, without any further action by the parties. For purposes of such adjustment, securities

containing price reset, floating conversion or exercise price, ratchet or similar price protection features will be deemed to have been

issued at the lowest effective price resulting from such features. The anti-dilution adjustment is subject to certain exceptions, including

certain exempt issuances, sales pursuant to the Company’s at-the-market offering program, and certain qualifying registered public

offerings. In addition, a qualifying registered public offering will not trigger the anti-dilution adjustment if the Company receives

at least $5.0 million in gross proceeds in a single closing and prepays the Note in full with the proceeds of such offering, and the Company

may effect such prepayment without complying with the otherwise applicable 30-day prior notice requirement.

Prepayment

The Company may prepay the

Note, in whole or in part, prior to its maturity upon at least 30 days’ prior written notice to the holder, by paying an amount

equal to 110% of the principal amount being prepaid, together with all accrued and unpaid interest thereon and any other amounts then

due under the Note. The holder has the right to convert the Note during the 30-day notice period, and if the Company does not complete

the prepayment on the date specified in the notice, the prepayment election will be void and the holder’s conversion rights will

be reinstated.

Events of Default

The Note contains customary

events of default, including, among others, failure to pay principal or interest when due, failure to reserve or deliver shares issuable

upon conversion of the Note, breaches of covenants, representations or warranties, certain monetary judgments or settlements, bankruptcy

or insolvency events, change of control, cessation of operations, material adverse effects relating to the Company’s assets or intellectual

property, financial statement restatements, delisting of the Company’s common stock, failure to maintain compliance with reporting

requirements under the Exchange Act, failure to obtain required stockholder approval and certain other specified corporate or financing-related

events.

Upon the occurrence and during

the continuation of an event of default, the outstanding obligations under the Note become immediately due and payable at an amount equal

to 125% of the then-outstanding obligations, interest accrues at a rate equal to the lesser of 24% per annum or the maximum rate permitted

by applicable law, and the Company is required to pay a monthly monitoring fee of $10,000 until such event of default is cured or waived.

In addition, during the continuation of an event of default, the holder has certain customary enforcement rights and remedies under the

Note and applicable law.

Negative Covenants

So long as any amounts remain

outstanding under the Note, the Company is subject to customary negative covenants, including limitations on the payment of dividends

or other distributions on its common stock, subject to limited exceptions for dividends payable solely in common stock and certain spin-off

or similar separation transactions approved by the Company’s board of directors.

The Company is also restricted

from entering into or amending any agreement involving a variable rate transaction, including any issuance of convertible securities with

conversion or exercise prices that are based on or fluctuate with the trading price of the Company’s common stock or that are subject

to reset or similar adjustment features, as well as certain equity line of credit or similar arrangements, subject to certain exceptions.

In addition, the Company is

subject to customary operating restrictions, including limitations on engaging in certain transactions outside the ordinary course of

business, changing its primary business, entering into specified high-cost or predatory financing arrangements or effecting certain structured

equity transactions, in each case without the prior consent of the holder. The Company is further restricted from redeeming, repurchasing

or otherwise acquiring its equity securities, subject to certain exceptions.

In addition, the Company is

required to apply proceeds from certain future financings and other specified receipts, including proceeds from future debt and equity

financings and certain other non-operating cash receipts, to the repayment of outstanding obligations under the Note, subject to certain

exceptions, including equipment financings and certain secured transactions permitted under the Note.

Security Interest

The Note is secured by a continuing first-priority security interest

in substantially all of the Company’s and its subsidiaries’ existing and after-acquired assets, subject to certain exclusions,

including intellectual property assets. Notwithstanding such exclusions, the security interest includes accounts, payment intangibles

and other rights to payment arising from the sale, license or other disposition of intellectual property. The security interests are memorialized

in a pledge and security agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Terms of the Warrant

The following summary of certain

terms and provisions of the Warrant is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrant,

the form of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Duration and Exercise Price

The Warrant has an initial

exercise price of $2.85 per share, subject to adjustment as provided therein, and is exercisable in whole or in part at any time from

the issuance date through June 30, 2031. The Warrant may be exercised for cash or, in certain circumstances, on a cashless basis.

Exercise Price and Warrant

Share Adjustments

The Warrant is subject to

customary adjustments to the exercise price and number of Warrant Shares for stock splits, stock dividends, recapitalizations, reclassifications

and similar transactions affecting the Company’s common stock.

In addition, if the Company

issues or sells, or is deemed to issue, securities (or amends existing securities) that are convertible into, exercisable for, or otherwise

entitle the holder thereof to acquire shares of the Company’s common stock at an effective price per share below the then-applicable

exercise price, subject to certain exceptions, the exercise price will be reduced to such lower effective price, and the number of Warrant

Shares will be increased proportionately so that the aggregate exercise price remains unchanged. However, no such adjustment will become

effective on or prior to September 29, 2026. Any adjustment resulting from a Dilutive Issuance occurring on or prior to September 29,

2026 will be determined as of the date of such Dilutive Issuance in accordance with the terms of the Warrant, but will automatically become

effective on September 30, 2026, without any further action by the parties. For purposes of such adjustment, securities containing price

reset, floating conversion or exercise prices, ratchet provisions or similar price protection features will be deemed to have been issued

at the lowest effective price that could result from the application of such features. The anti-dilution adjustment is subject to certain

exceptions, including sales pursuant to the Company’s at-the-market offering program, certain exempt issuances and qualifying registered

public offerings meeting specified size and structural requirements, provided the Note has been repaid in full.

Exercisability

The Warrant is exercisable,

at the option of the holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment

in full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise

as discussed below). The holder may not exercise the Warrant to the extent that, after giving effect to such exercise, the holder and

its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock immediately following such exercise.

The holder may increase or decrease this limitation upon at least 61 days’ prior written notice to the Company, provided that the

limitation may not exceed 9.99% of the Company’s outstanding common stock.

The Warrant is also subject

to customary exchange cap and stockholder approval limitations, such that the Company may not issue shares upon exercise to the extent

such issuance would exceed the applicable exchange cap under the rules of the principal trading market, unless and until required stockholder

approval is obtained.

Cashless Exercise

The Warrant permits cashless

exercise in certain circumstances following the six-month anniversary of the issuance date. If the market price of the Company’s

common stock exceeds the exercise price and the shares issuable upon exercise are not then registered under an effective registration

statement, the holder may elect to exercise on a cashless basis in lieu of paying the exercise price in cash. In such case, the holder

will receive a number of shares determined pursuant to the formula set forth in the Warrant.

Rights as a Stockholder

Except as otherwise provided

in the Warrant or by virtue of the holder’s ownership of shares of the Company’s common stock, the holder of the Warrant does

not have the rights or privileges of a holder of the Company’s common stock, including any voting rights, until the holder exercises

the Warrant.

Fundamental Transactions

If, while the Warrant remains

outstanding, the Company enters into a fundamental transaction (including a merger in which the Company is not the surviving entity, a

sale of all or substantially all of its assets, a tender or exchange offer accepted by a majority of holders of the Company’s common

stock, or a reclassification or compulsory share exchange in which the common stock is converted into other securities, cash or property),

then upon any subsequent exercise of the Warrant, the holder will be entitled to receive the same number and type of securities, cash

or other property that a holder of the number of shares of common stock issuable upon exercise of the Warrant immediately prior to such

transaction would have been entitled to receive.

In addition, the exercise

price will be appropriately adjusted to reflect any such consideration, and if holders of common stock are given a choice of consideration

in the fundamental transaction, the holder will be entitled to the same choice upon exercise. If necessary to give effect to the foregoing,

the successor entity will issue a replacement warrant reflecting the applicable successor securities or consideration.

Waivers and Amendments

The terms of the Warrant may

be amended or waived only by written agreement of both the Company and the holder. Any such amendment or waiver may apply generally or

in a specific instance and may be effective on either a retroactive or prospective basis.

The foregoing descriptions

of the Purchase Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to

the full text of such documents, which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and

are incorporated herein by reference.

In connection with the Private

Placement, OSUK assigned to the Investor all right, title and interest in certain assets, including all value added tax (“VAT”)

repayments, credits and refunds due or to become due from HM Revenue & Customs, and all research and development (“R&D”)

tax relief claims, credits, repayments and refunds due or to become due from HM Revenue & Customs. Such assignment covers the full

actual amounts of such VAT refunds and R&D tax relief claims, including all related rights to payment.

The Purchase Agreement contains

customary representations, warranties and covenants by the Company which were made only for the purposes of the Purchase Agreement and

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

by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information

regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or

its business, and should be read in conjunction with the disclosures in the Company’s reports and other filings with the SEC.

This Current Report on Form

8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any

state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the

securities laws of any such state or jurisdiction.

Item 2.03. Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth

under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained

in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The Securities are being offered

and sold by the Company in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the

“Securities Act”), afforded by Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. The Investor represented

that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2026, Karim Galzahr

notified the Company of his resignation from the Company’s board of directors, effective immediately. Mr. Galzahr’s resignation

was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On June 1, 2026, the Company’s

board of directors appointed Dr. Craig Eagle to the board of directors to fill the vacancy created by Mr. Galzahr’s resignation,

effective immediately. Dr. Eagle currently serves in an advisory capacity to the Company as its Chief Medical Advisor.

Dr. Eagle has served as Chief

Medical Officer of Guardant Health, Inc. (Nasdaq: GH) since May 2021. From 2019 to May 2021, he served as Vice President, Medical Affairs

Oncology at Genentech, where he was responsible for medical programs across the oncology portfolio and supported the development of clinical

trial strategies in personalized medicine. Prior to Genentech, Dr. Eagle spent approximately 10 years at Pfizer Inc. in a series of senior

leadership roles, including Oncology Business Lead for the United Kingdom and Canada, Global Lead for Oncology Strategic Alliances and

Partnerships, and Global Head of the Oncology Therapeutic Area Global Medical and Outcomes Group, where he also oversaw the U.S. oncology

business. Dr. Eagle received his medical degree from the University of New South Wales in Sydney, Australia and completed his internal

medicine training at Royal North Shore Hospital in Sydney.

There are no family relationships

between Dr. Eagle and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d)

of Regulation S-K. In addition, there are no transactions between Dr. Eagle and the Company that would be required to be disclosed pursuant

to Item 404(a) of Regulation S-K.

Dr. Eagle has not entered

into any compensatory arrangement with the Company in connection with his appointment to the Board other than the standard compensation

arrangements applicable to non-employee directors.

Item 8.01 Other Events.

On July 2, 2026, the Company

issued a press release announcing the Private Placement and the appointment of Dr. Eagle to the Company’s board of directors, a

copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form

8-K, including Exhibit 99.1 hereto, contains forward-looking statements that involve risks and uncertainties, such as statements related

to the intended use of the net proceeds from the Private Placement. The risks and uncertainties involved include the Company’s financial

position, market conditions and other risks detailed from time to time in the Company’s periodic reports and other filings with

the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations

and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any

forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required

by U.S. federal securities law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

4.1*

Form of Senior Secured Convertible Promissory Note.

4.2

Form of Common Stock Purchase Warrant.

10.1*

Securities Purchase Agreement, dated as of June 30, 2026, among OS Therapies Incorporated, OS Animal Health Inc., OS Therapies UK LTD and Leonite Fund I, LP.

10.2

Pledge and Security Agreement, dated as of June 30, 2026, among OS Therapies Incorporated, OS Animal Health Inc., OS Therapies UK LTD and Leonite Fund I, LP.

99.1

Press Release issued by OS Therapies Incorporated on July 2, 2026.

104

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

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules

and exhibits have been omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC

upon its request.

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.

OS THERAPIES INCORPORATED

Dated: July 2, 2026

By:

/s/ Paul A. Romness, MPH

Name:

Paul A. Romness, MPH

Title:

President and Chief Executive Officer

EX-4.1 — FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

EX-4.1

Filename: ea029686801ex4-1.htm · Sequence: 2

Exhibit 4.1

THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL

ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE

AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY

OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION AT

THE FOLLOWING ADDRESS: 115 PULLMAN CROSSING ROAD, SUITE #103, GRASONVILLE, MARYLAND 21638.

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES

REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED

(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)

AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND ACCEPTABLE BY THE BORROWER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING

THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED

BY THE SECURITIES.

Principal Amount: $10,000,000

Issue Date: June 30, 2026

Purchase Price: $9,250,000

Original Issue Discount: $750,000

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

For value received, OS

Therapies Incorporated, a corporation organized under the laws of the State of Delaware, OS Animal Health Inc., a corporation

organized under the laws of the State of Delaware, and OS Therapies UK LTD, a limited company organized under the laws of the United

Kingdom (jointly and severally, the “Borrower”), hereby promises to pay to the order of Leonite Fund I, LP,

a limited partnership organized under the laws of the State of Delaware, or registered assigns (the “Holder”) the principal

sum of up to Ten Million Dollars ($10,000,000) or so much as has been advanced in one or more tranches, plus the OID (defined below) as

applicable (the “Principal Amount”), together with interest on the Principal Amount, on the dates set forth below or

upon acceleration or otherwise, as set forth herein (or as may be amended, extended, renewed and refinanced, collectively, this “Note”).

The “Interest Rate” shall be nine percent (9%) per annum. In no event shall the Interest Rate exceed the maximum rate

allowed by law; any interest payment which would for any reason be unlawful under applicable law shall be applied to principal.

The consideration to the Borrower

for this Note is up to Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000) (the “Consideration”) to be paid

in one or more tranches (each, a “Tranche”). The first Tranche shall consist of a payment by Holder to Borrower on

or after the execution hereof (the “Closing”) of no less than One Million Six Hundred Thousand Dollars ($1,600,000),

from which the Holder shall retain Thirty-Five Thousand Dollars ($35,000), to be applied to the Holder’s legal and closing costs

in connection with this Note and the related transaction documents. An additional Four Hundred Thousand Dollars ($400,000) shall be funded

by Holder fourteen (14) days after the closing date, subject to adequate collateral as determined by Lender. The remainder of the Tranches

shall be advanced at the sole discretion of the Holder.

The maturity date (“Maturity

Date”) for each Tranche shall be at the end of the period that begins from the date each Tranche is advanced (for each Tranche,

the “Advance Date”) and ends nine (9) months thereafter (such periods each referred to herein as a “Tranche

Term” and such periods collectively referred to as the “Note Term”); provided, however, that the Maturity

Date for any Tranche shall be not later than twenty-four (24) months after the Issue Date. The principal sum, as well as interest and

other fees shall be due and payable in accordance with the payment terms set forth in Article I herein. Subject to Section 1.5 below,

this Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.

This Note carries

an original issue discount equal to seven and one-half percent (7.5%) of the Principal Amount of each funded Tranche (the “OID”),

which is included in the principal balance of this Note and is earned solely upon the advance of such Tranche. The purchase price of each

funded Tranche shall be the Principal Amount of such Tranche minus the OID applicable to such Tranche, and no OID shall be earned, accrued

or payable with respect to any unfunded portion of the Principal Amount. For example, upon the advance of the first Tranche, in which

the Holder shall advance One Million Six Hundred Thousand Dollars ($1,600,000), One Hundred Twenty-Nine Thousand Seven Hundred Twenty-Nine

and 73/100 Dollars ($129,729.73), representing the OID, shall be added to the principal amount in addition to the amount advanced, such

that the total principal amount of the first Tranche shall be One Million Seven Hundred Twenty-Nine Thousand Seven Hundred Twenty-Nine

and 73/100 Dollars ($1,729,729.73).

This Note is issued by the

Borrower to the Holder pursuant to the terms of that certain Securities Purchase Agreement, of even date herewith (the “Purchase

Agreement”), the terms of which are incorporated by reference and made part of this Note. Each capitalized term used herein,

and not otherwise defined, shall have the meaning ascribed thereto in the Purchase Agreement. As used herein, the term “Trading

Day” means any day that the Common Shares are listed for trading or quotation on any U.S. based exchange or electronic quotation

systems on which the Common Shares are then traded.

This Note shall be a senior

secured obligation of the Borrower, with first priority over all current and future Indebtedness (as defined below) of the Borrower and

any subsidiaries, whether such subsidiaries exist on the Issue Date or are created or acquired thereafter (each, a “Subsidiary”

and, collectively, the “Subsidiaries”). The obligations of the Borrower under this Note are secured pursuant to the

terms of the pledge and security agreement, of even date herewith, by and between the Borrower and the Holder (the “Pledge and

Security Agreement” and, collectively with the Purchase Agreement and other related ancillary documents and agreements executed

in connection thereto, the “Transaction Documents”), a copy of which is attached hereto as Exhibit C. The terms

of the Transaction Documents are incorporated by reference and made part of this Note. With respect to any Subsidiary created or acquired

subsequent to the Issue Date, Borrower agrees to cause such Subsidiary to execute any documents or agreements that would bind the Subsidiary

to the terms herein and in the other Transaction Documents.

This Note is free from all

taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar

rights of shareholders or members, as applicable, of Borrower, and will not impose personal liability upon the holder thereof.

In addition to the terms

above, the following terms shall also apply to this Note:

ARTICLE I. PAYMENTS

1.1 Principal

Payments. The Principal Amount of each Tranche shall be due and payable on the Maturity Date applicable to such Tranche. See Exhibit

E attached hereto for a complete payment schedule for the first Tranche.

1.2 Interest

Payments. Interest on this Note: (i) begins accruing when the proceeds of the Note are actually received by the Borrower; (ii) is

computed separately for each Tranche; (iii) is charged on a monthly basis (that is, so long as this Note is outstanding, on each monthly

anniversary of the applicable Advance Date for such Tranche (the “Interest Date”), the amount of accrued interest is

computed on the basis of a 360-day year and the actual number of days elapsed, and shall accrue on the sum of the principal amount plus,

if applicable, any accrued and previously due but unpaid interest of such Tranche); (iv) is payable monthly (that is, the monthly interest

for each Tranche shall be due on each monthly anniversary of the Advance Date during the applicable Tranche Term); and (v) is guaranteed

to the Holder for the entirety of each Tranche Term, without regard to an acceleration of the Maturity Date, based on the total Principal

Amount of each Tranche, without regard to a reduction of the Principal Amount resulting from, without limitation, Principal Payments,

Conversions (as defined below), or subject to Section 1.5 below, prepayment by Borrower. See Exhibit E attached hereto for a complete

payment schedule for the first Tranche. Payment schedules for additional Tranches shall be provided upon distribution of such additional

Tranches, upon request.

1.3 Other

Payment Obligations. All payments, fees, penalties, and other charges, if any, due under this Note shall be payable pursuant to the

terms contained herein, but in any case, shall be payable no later than the Maturity Date.

1.4 Gross

up. If any taxes are levied or imposed on payments, fees, penalties, and other charges, if any, due under this Note or the other Transaction

Documents, Borrower agrees to pay the full amount of such taxes and such additional amounts as may be necessary so that every payment

of all amounts due under the Note or the other Transaction Documents, including any amount paid pursuant to this Section 1.4 after withholding

or deduction for or on account of any taxes, will not be less than the amount provided for under this Note or the other Transaction Documents.

1.5 Prepayment.

Borrower shall have the right to prepay any amounts due under this Note prior to their scheduled due date (whether such scheduled due

date falls before or on the Maturity Date), upon thirty (30) days’ prior written notice to the Holder (the “Prepayment Notice”),

by making a payment to Holder equal to 110% multiplied by the sum of (i) the outstanding Principal Amount being prepaid, (ii) all accrued

and unpaid interest thereon, and (iii) any other amounts due under the Note with respect to such prepaid amounts (the “Prepayment

Amount”). The Prepayment Notice must be received by Holder no later than thirty (30) days prior to the date that Borrower proposes

to remit the Prepayment Amount (the “Prepayment Date”). For the avoidance of doubt, Borrower shall not remit, and Holder

shall not be obligated to accept, any cash payment in respect of the outstanding principal, interest, or any other amounts due under this

Note unless and until such thirty (30) day notice period has fully elapsed, it being the intent of the parties that the Holder shall have

the full notice period to elect to convert any or all of this Note into shares of Common Shares in lieu of receiving such cash payment.

If Borrower does not remit the Prepayment Amount on or before the Prepayment Date, then (i) the Prepayment Notice and the Prepayment right

granted hereunder shall be canceled, (ii) Borrower shall thereafter not be permitted to Prepay the Note, and (iii) Holder’s right

to convert any or all of this Note into shares of Common Shares shall be reinstated.

1.6 If

any payment (other than a payment due at maturity or upon default) is not made on or before its due date, the Holder may at its discretion

collect a delinquency charge equal to the greater of One Hundred Dollars ($100.00) or five (5%) percent of the unpaid amount. The unpaid

balances on all obligations payable by Borrower and due to Holder pursuant to the terms of this Note shall, in addition to other remedies

contained herein, bear interest after default or maturity at an annual rate equal to the Default Interest rate.

1.7 All

payments of principal and interest due hereunder (to the extent not converted into Borrower’s common stock (the “Common

Shares”)) shall be paid by wire transfer or ACH (automated clearing house) transfer to the account specified in wire instructions

provided by the Holder to the Borrower in writing. Unless otherwise agreed or required by applicable law, payments will be applied first

to any accrued unpaid interest, then to any late charges, and then to principal. 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 preceding day which is a business day.

As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial

banks in the city of New York, New York are authorized or required by law or executive order to remain closed.

1.8 Costs

of Enforcement and Collection. The Borrower shall pay, on demand, all reasonable costs and expenses incurred by the Holder or any

of its affiliates in enforcing, exercising, preserving, or protecting any right or remedy under this Note or any other Transaction Document,

whether or not any suit, arbitration, or other proceeding is commenced, including, but not limited to, costs and expenses incurred in

connection with (a) collecting any amount due, or compelling the performance of any other obligation owed to the Holder, under this Note

or any other Transaction Document; (b) any proof of claim, motion for relief from the automatic stay, plan objection, or other action

to collect or protect the Holder’s claim in any bankruptcy, insolvency, receivership, or similar proceeding involving the Borrower

or any Subsidiary; and (c) the confirmation or entry of, and any action to enforce or collect upon, any arbitration award, judgment, or

order in favor of the Holder relating to the Transaction Documents. Such costs and expenses include, but are not limited to, reasonable

attorneys’ fees and disbursements, expert and consultant fees, and arbitration and court costs. In addition, and as an alternative

at the Holder’s election (and without limiting the Borrower’s obligation to pay such amounts on demand), the Holder may add

all such costs and expenses to the Principal Amount as and when paid or incurred, without demand upon or notice to the Borrower, whereupon

such amounts shall constitute part of the Principal Amount and the Obligations, shall accrue interest at the rate then applicable under

this Note, and shall be payable in accordance with its terms.

1.9 Increases

to Principal Amount. The Principal Amount shall be increased by any amounts that are added to, or deemed added to, the Principal Amount

pursuant to the terms of this Note or any other Transaction Document.

ARTICLE II. CONVERSION RIGHTS

2.1 Conversion

Right. The Holder shall have the right at any time, at the Holder’s option to convert all or any part of the outstanding and

unpaid principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable Common Shares of Borrower or other

securities into which such Common Shares shall hereafter be changed or reclassified (each, a “Conversion Share”) at

the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided,

however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon

conversion of which the sum of (1) the number of Common Shares beneficially owned by the Holder and its affiliates (other than Common

Shares which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted

portion of any other security of Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein,

and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with the Holder who has purchased a

portion of the Note from the Holder) and (2) the number of Common Shares issuable upon the conversion of the portion of this Note with

respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates

of more than 4.99% of the outstanding Common Shares. For purposes of the proviso to the immediately preceding sentence, beneficial ownership

shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso; provided, further, however, that the limitations

on conversion may be waived (up to a maximum of 9.99%) by the Holder upon, at the election of the Holder, not less than 61 days’

prior notice to Borrower (the “Waiver Notice”), and the provisions of the conversion limitation in effect prior to

the waiver, shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such

Waiver Notice). Notwithstanding the foregoing requirements with respect to the Waiver Notice, if the Holder is not subject to the reporting

requirements under Section 13 of the Exchange Act with respect to the securities of the Borrower, then the Holder may elect to waive the

limitations (up to a maximum of 9.99%) immediately upon providing a Waiver Notice to the Borrower, and the provisions of the conversion

limitation in effect prior to the waiver, shall continue to apply only as determined by the Holder, as may be specified in such Waiver

Notice. The beneficial ownership limitation described in this Section 2.1 shall be referred to hereinafter as the “Beneficial

Ownership Limitation.” The number of Common Shares to be issued upon each conversion of this Note shall be determined by dividing

the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion,

in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to Borrower by the Holder in

accordance with Section 2.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting

in, or reasonably expected to result in, notice) to Borrower before 8:00 p.m., New York, New York time, on such conversion date (the “Conversion

Date”). The limitations in this Section 2.1 shall be subject in all respects to the Exchange Cap and Stockholder Approval provisions

set forth in Section 2.7 and the Purchase Agreement. The term “Conversion Amount” means, with respect to any conversion

of this Note, the sum of: (1) the principal amount of this Note to be converted in such conversion; plus (2) at the Holder’s option,

accrued and unpaid interest; provided, however, that at the option of Holder, the accrued and unpaid interest can be converted prior to

any other amounts under the Note, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date;

plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or

(2); plus (4) the Holder’s expenses relating to a Conversion, including but not limited to amounts paid by Holder on the Borrower’s

transfer agent account; plus (5) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 2.3 and 2.4(g) hereof.

2.2 Conversion

Price.

(a) Calculation

of Conversion Price. The Conversion Price shall be equal to $2.05 per share (the “Fixed Conversion Price”).

(b) Fixed

Conversion Price Adjustments.

(1) Intentionally

Omitted.

(2) Common

Share Distributions and Splits. If Borrower, at any time while this Note is outstanding: (i) pays a distribution on its Common Shares

or otherwise makes a distribution or distributions payable in Common Shares on its Common Shares; (ii) subdivides outstanding Common Shares

into a larger (or smaller) number of shares; or (iii) issues, in the event of a reclassification of shares of Common Shares, any Common

Shares of Borrower, then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Common

Shares (excluding any treasury shares of Borrower) outstanding immediately before such event and of which the denominator shall be the

number of Common Shares outstanding immediately after such event.

(3) Fundamental

Transaction. If, at any time while this Note is outstanding, (i) Borrower effects any merger or consolidation of Borrower with or

into another person, (ii) Borrower effects any sale of all or substantially all of its assets in one transaction or a series of related

transactions, (iii) any tender offer or exchange offer (whether by Borrower or another person) is completed pursuant to which holders

of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (iv) Borrower effects any

reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into

or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any

subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable

upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities,

cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately

prior to such Fundamental Transaction, the holder of one (1) Common Share (the “Alternate Consideration”). For purposes

of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration

based on the amount of Alternate Consideration issuable in respect of one (1) Common Share in such Fundamental Transaction, and Borrower

shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different

components of the Alternate Consideration.

(4) Anti-dilution

Adjustment. If at any time while this Note is outstanding, Borrower sells, grants, or otherwise makes a disposition of Common Shares,

or sells, grants, or otherwise makes a disposition of other securities (or in the case of securities existing on the Issue Date, amends

such securities) convertible into, exercisable for, or that would otherwise entitle any person or entity the right to acquire Common Shares,

or announces its intention, or files any document with the SEC or other regulatory body that reflects its intention to do of any of the

foregoing, at an effective price per share that is lower than the then Fixed Conversion Price (such lower price, the “Base Conversion

Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the

Common Shares or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating

conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with

such issuance, be entitled to receive Common Shares at an effective price per share that is lower than the Fixed Conversion Price, such

issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance, and the Base Conversion

Price shall then be adjusted to equal the lowest of such issuance price), then the Fixed Conversion Price shall be reduced to a price

equal to the Base Conversion Price as it may be adjusted as provided for above. Such adjustment shall be made whenever such Common Shares

or other securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 2.2(b)(4) in respect of an

Exempt Issuance. For purposes of this Section 2.2(b)(4) an “Exempt Issuance” means an issuance of Common Shares or

other securities convertible into or exercisable or exchangeable for Common Shares with respect to which the Holder has waived, in writing,

its anti-dilution rights provided in this Section 2.2(b)(4). In the event of an issuance of securities involving multiple tranches or

closings, any adjustment pursuant to this Section 2.2(b)(4) shall be calculated as if all such securities were issued upon distribution

of the initial tranche. For the avoidance of doubt, in the event the Conversion Price has been adjusted pursuant to this Section 2.2(b)(4)

and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after the facts

for any reason whatsoever, in no event shall the Conversion Price be readjusted to the Conversion Price that would have been in effect

if such Dilutive Issuance had not occurred or been consummated. Notwithstanding anything to the contrary in this Section 2.2(b)(4), this

Section shall apply only to a Dilutive Issuance occurring after July 1, 2026, and no sale, grant, disposition, amendment, announcement,

filing or other event occurring prior to July 1, 2026 shall constitute or be deemed to constitute a Dilutive Issuance or otherwise give

rise to any adjustment under this Section 2.2(b)(4). For the avoidance of doubt, any sale of Common Shares pursuant to an effective “at-the-market”

offering program or similar continuous offering arrangement shall not constitute, and shall not be deemed to constitute, a Dilutive Issuance

and shall not give rise to any adjustment under this Section 2.2(b)(4). Notwithstanding anything to the contrary in this Section 2.2(b)(4)

or elsewhere in this Note (including the prepayment provisions of this Note), in the event the Borrower consummates a registered public

offering of Common Shares for cash, in a single closing, with aggregate gross proceeds to the Borrower of not less than $5,000,000, so

long as such offering consists solely of Common Shares and does not include any options, warrants (other than pre-funded warrants) or

other securities convertible into, exercisable for or exchangeable for Common Shares (a “Qualified Equity Financing”),

then, substantially concurrently with, or within ten (10) days after, the closing of such Qualified Equity Financing, the Borrower may,

at its option, apply the proceeds thereof to prepay this Note in full, and not in part, by remitting to the Holder the entire Prepayment

Amount. The consummation of a Qualified Equity Financing shall not constitute or be deemed to constitute a Dilutive Issuance and shall

not give rise to any adjustment under this Section 2.2(b)(4), provided that the Borrower prepays this Note in full in accordance with

this paragraph. Upon any such prepayment of this Note in full: (i) neither the Prepayment Notice nor the thirty (30) days’ prior

written notice requirement otherwise applicable to a prepayment under this Note shall apply, and no notice period shall exist in connection

with such prepayment, with the result that the Holder shall have no right to convert any portion of this Note during any such notice period;

(ii) the Borrower may remit the Prepayment Amount upon written notice to the Holder delivered concurrently with such remittance; and (iii)

no adjustment shall be made under this Section 2.2(b)(4), and the Holder’s anti-dilution rights under this Section 2.2(b)(4) shall

not apply, in respect of such Qualified Equity Financing, this Note having been paid in full. The foregoing shall apply only if the Borrower

prepays this Note in full as provided above; if the Borrower does not so prepay this Note in full, the prepayment provisions of this Note,

including the Prepayment Notice, the related thirty (30)-day notice period and the Holder’s right to convert during such period,

shall apply in full.

(5) Notice

to the Holder. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 2.2(b), Borrower shall within

two (2) business days deliver to the Holder a notice setting forth the Fixed Conversion Price after such adjustment and setting forth

a brief statement of the facts requiring such adjustment, provided that Borrower’s failure to timely provide the notice shall not

affect the automatic adjustments contemplated hereby.

2.3 Authorized

Shares. Borrower covenants that at all times while any conversion, exercise or other right to acquire Common Shares exists under the

Transaction Documents (as defined in the Purchase Agreement), Borrower will reserve from its authorized and unissued Common Shares a sufficient

number of shares, free from preemptive rights, to provide for the issuance of Common Shares upon the full conversion of this Note and

to fulfill any other obligation to issue Common Shares under the Transaction Documents (the “Reserved Amount”). The

Reserved Amount shall initially be 2,651,358 Common Shares and shall be increased from time to time in accordance with Borrower’s

obligations hereunder. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.

In addition, if Borrower shall issue any securities or make any change to its capital structure which would change the number of Common

Shares into which the Note shall be convertible at the then current Conversion Price, Borrower shall at the same time make proper provision

so that thereafter there shall be a sufficient number of Common Shares authorized and reserved, free from preemptive rights, for conversion

of the outstanding Note, including but not limited to authorizing additional shares or effectuating a reverse split. Borrower (i) acknowledges

that it has irrevocably instructed its transfer agent by letter, a copy of which is attached hereto as Exhibit B to issue certificates

for the Common Shares issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority

to its officers and agents who are charged with the duty of executing Common Share certificates to execute and issue the necessary certificates

for Common Shares in accordance with the terms and conditions of this Note. Borrower further covenants that so long as any obligation

under this Note remains outstanding, Borrower will not establish a reserve of its Common Shares for the benefit of any party other than

the Holder, without prior approval in writing by Holder. Failure by Borrower to maintain the Reserved Amount, or the failure by Borrower

to be engaged with a transfer agent and subject to the terms of an irrevocable instruction letter according to the terms herein, or the

establishment of a reserve without prior approval as required above, will be considered an Event of Default under Section 4.1.2 of the

Note.

2.4 Method

of Conversion.

(a) Mechanics

of Conversion. Subject to Section 2.1, this Note may be converted by the Holder in whole or in part, at any time from the date hereof,

by (A) submitting to Borrower or its transfer agent, a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication

dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time, and (B) subject to Section 2.4(b), surrendering this Note

at the principal office of Borrower.

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to Borrower unless the entire unpaid principal amount

of this Note is so converted. The Holder and Borrower shall maintain records showing the principal amount so converted and the dates of

such conversions or shall use such other method, reasonably satisfactory to the Holder and Borrower, so as not to require physical surrender

of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of Borrower shall, prima facie, be

controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and

agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted

principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

of Taxes. Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and

delivery of Common Shares or other securities or property on conversion of this Note in a name other than that of the Holder (or in street

name), and Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person

or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting

the issuance thereof shall have paid to Borrower the amount of any such tax or shall have established to the satisfaction of Borrower

that such tax has been paid.

(d) Delivery

of Common Shares Upon Conversion. Upon receipt by Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable

means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 2.4, Borrower shall

issue and deliver to or cause to be issued and delivered to or upon the order of the Holder certificates for Common Shares issuable upon

such conversion by the end of the second business day after such receipt (the “Deadline”) (and, solely in the case

of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof. Failure to issue

and deliver shares or cause to be issued and delivered shares by the Deadline as described above, will be considered an Event of Default

under Section 4.1.2 of the Note.

(e) Obligation

of Borrower to Deliver Common Shares. Upon receipt by Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder

of record of the Common Shares issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest

on this Note shall be reduced to reflect such conversion, and, unless Borrower defaults on its obligations under this Article II, all

rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Shares

or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion

as provided herein, Borrower’s obligation to issue and deliver the certificates for Common Shares shall be absolute and unconditional,

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

the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other

obligation of Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged

breach by the Holder of any obligation to Borrower, and irrespective of any other circumstance which might otherwise limit such obligation

of Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion

Date so long as the Notice of Conversion is received by Borrower before 8:00 p.m., New York, New York time, on such date.

(f) Delivery

of Common Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Common Shares issuable upon

conversion, provided Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer

(“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 2.1 and in

this Section 2.4, Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Shares issuable

upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission

(“DWAC”) system. If the Borrower is not registered with DTC as of the Issue Date, the Borrower shall be required to

register with DTC within thirty (30) days of the Issue Date, and the provisions of this paragraph shall apply after such registration.

Failure to become DTC registered or maintain DTC eligibility as provided herein shall be an Event of Default under Section 4.1.22 of this

Note.

(g) Failure

to Deliver Common Shares Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including

actual damages and/or equitable relief, or other remedies provided to Holder herein, the parties agree that if Borrower causes the Common

Shares issuable upon conversion of this Note to not be delivered by the Deadline (such undelivered shares referred to herein as the “Undelivered

Shares”), Borrower shall pay to the Holder in cash, as liquidated damages and not as a penalty, the sum of: (i) the greater

of (x) $1,000 per day for each day beyond the Deadline that Borrower fails to deliver such Common Shares, or (y) for each $1,000 of Undelivered

Shares subject to such Conversion (valued based on the VWAP of the Common Shares on the date of the applicable Conversion Notice), $25

per Trading Day (increasing to $35 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue)

for each Trading Day after Deadline until such Undelivered Shares are delivered or Holder rescinds such Conversion, and (ii) the product

of the number of Undelivered Shares multiplied by the difference between the highest trade price and the lowest trade price during the

period beginning on the date that such conversion was submitted, and the date on which the Shares are delivered to Holder’s Prime

Broker and are available to be sold. Such cash amount shall, if the Borrower fails to pay such amount in cash within five (5) days after

it is assessed, be automatically added to the principal amount of this Note as of the date it was assessed, without any notice, demand,

or election by the Holder, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional

principal amount shall be convertible into Common Shares in accordance with the terms of this Note. Borrower agrees that the right to

convert is a valuable right to the Holder, and as such, Borrower will not take any actions to hamper, delay or prevent any Holder conversion

of the Note. The damages resulting from such failure to deliver Undelivered Shares, or an attempt to frustrate or interference with Holder’s

Conversion Right, are difficult if not impossible to qualify. Accordingly, the Borrower and the Holder acknowledge and agree that (i)

the amount of loss or damages likely to be incurred as a result of a failure to deliver Undelivered Shares is incapable or is difficult

to precisely estimate, (ii) the amounts specified in this Section 2.4(g) bear a reasonable relationship to, and are not plainly or grossly

disproportionate to, the probable loss likely to be incurred in connection with such failure, and (iii) the Parties acknowledge that the

liquidated damages provision contained in this Section 2.4(g) are justified. As used herein, “VWAP” means, for any Trading

Day, the volume weighted average price of the Common Shares as reported by Bloomberg L.P. (or a comparable, reliable reporting service

selected by the Holder in good faith) for trades executed during regular trading hours on the principal Trading Market for such Trading

Day.

(h) Right

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

with respect to a conversion, if the applicable Conversion Price is less than the “conversion price” specified on such Notice

of Conversion, the Holder may deliver an updated Notice of Conversion to the Company correcting the Conversion Price (and the aggregate

Conversion Amount) as specified in such Notice of Conversion (provided, that if such updated Notice of Conversion is not delivered to

the Company on or prior to 12:00 p.m., New York, New York time, on the Trading Day immediately following the applicable Conversion Date,

the Deadline shall be extended by one (1) Trading Day).

(i) Intentionally

Omitted.

2.5 Concerning

the Common Shares. The Common Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are

sold pursuant to an effective registration statement under the Act or (ii) Borrower or its transfer agent shall have been furnished with

an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions)

to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or

(iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or

(iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of Borrower who agrees to sell or otherwise

transfer the shares only in accordance with this Section 2.5 and who is an Accredited Investor. Except as otherwise provided (and subject

to the removal provisions set forth below), until such time as the Common Shares issuable upon conversion of this Note have been registered

under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular

date that can then be immediately sold, each certificate for Common Shares issuable upon conversion of this Note that has not been so

included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption

that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

NEITHER THE ISSUANCE AND SALE OF

THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED

OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND ACCEPTABLE TO THE COMPANY), IN A GENERALLY ACCEPTABLE

FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING

THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED

BY THE SECURITIES.

The legend set forth above shall be removed and

Borrower shall issue to the Holder a new certificate therefor free of any transfer legend if (i) Borrower or its transfer agent shall

have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the

effect that a public sale or transfer of such Common Shares may be made without registration under the Act, which opinion shall be accepted

by Borrower (which acceptance shall be subject to and conditioned on any requirements, if any, of the its transfer agent, the exchange

on which Borrower is then trading or other applicable laws, rules or regulations) so that the sale or transfer is effected or (ii) in

the case of the Common Shares issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective

registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities

as of a particular date that can then be immediately sold. In the event that Borrower does not accept the opinion of counsel provided

by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S,

at the Deadline, it will be considered an Event of Default pursuant to Section 4.1.2 of the Note; provided that notwithstanding the foregoing,

if Borrower is legally unable to accept such opinion as a result of any of Borrower’s transfer agent requirements, the requirements

of the exchange on which Borrower is then traded, or other applicable laws, rules or regulations, Borrower’s non-acceptance shall

be an Event of Default pursuant to Section 4.1.25.

2.6 Status

as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any,

which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share

Amount) shall be deemed converted into Common Shares and (ii) the Holder’s rights as a Holder of such converted portion of this

Note shall cease and terminate, excepting only the right to receive certificates for such Common Shares and to any remedies provided herein

or otherwise available at law or in equity to such Holder because of a failure by Borrower to comply with the terms of this Note. Notwithstanding

the foregoing, if a Holder has not received certificates for all Common Shares or otherwise received such Common Shares via DWAC prior

to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any

reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Shares by so notifying Borrower) the Holder

shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and Borrower shall, as soon as

practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such

portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without

limitation, (i) the right to receive Conversion Default Payments pursuant to Section 2.4 to the extent required thereby for such Conversion

Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions adjusted

upon an Event of Default (if applicable), for Borrower’s failure to convert this Note.

2.7 Exchange

Cap. Notwithstanding anything to the contrary contained in this Note, the Borrower shall not issue, and the Holder shall not be entitled

to receive, any Common Shares upon conversion of this Note to the extent that such issuance would exceed the Exchange Cap or would otherwise

require Stockholder Approval, in each case as provided in the Purchase Agreement and under the rules of the principal national securities

exchange on which the Common Shares are then listed, unless and until Stockholder Approval has been obtained. Capitalized terms used in

this Section and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

ARTICLE III. RANKING, CERTAIN COVENANTS, AND POST

CLOSING OBLIGATIONS

3.1 Distributions

on Common Shares. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s

written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other

securities) on the Common Shares (or other capital securities of the Borrower) other than dividends on Common Shares solely in the form

of additional Common Shares or the distribution, by dividend or otherwise, of the equity securities of any Subsidiary to the holders of

the Borrower’s Common Shares in connection with a bona fide spin-off or similar separation transaction approved by the Borrower’s

Board of Directors, or (b) directly or indirectly or through any Subsidiary make any other payment or distribution in respect of Common

Shares (or other securities representing its capital) except for distributions that comply with Section 3.7 below, provided that clause

(b) shall not prohibit any such spin-off or separation transaction permitted under clause (a).

3.2 Restrictions

on Variable Rate Transactions. Unless approved by the Holder, while any Note is outstanding, Borrower and each Subsidiary shall not

enter into an agreement or amend an existing agreement

to effect any sale of securities involving, or convert any securities previously issued under, a Variable Rate Transaction.

The term “Variable Rate Transaction” means a transaction in which Borrower or any Subsidiary (i) issues or sells any

convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the

trading prices of, or quotations for, the Common Shares at any time after the initial issuance of such convertible securities, or (B)

with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such convertible

securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of Borrower or the

Subsidiary, as the case may be, or the market for the Common Shares, or (ii) enters into any agreement (including, without limitation,

an “equity line of credit” but excluding any bona fide at-the-market offering or similar continuous offering program pursuant

to an effective registration statement) whereby Borrower or any Subsidiary may sell securities at a future determined price (other than

standard and customary “preemptive” or “participation” rights). The Holder shall be entitled to obtain

injunctive relief against Borrower and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right

to collect damages.

3.3 Restrictions

on Certain Transactions. So long as the Borrower shall have any obligation under this Note and unless approved in writing by the Holder

(which such approval not to be unreasonably withheld), the Borrower shall not directly or indirectly: (a) enter into a transaction structured

in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (“3(a)(10)

Transaction”); (b) change the nature of its business; (c) sell, divest, or change the structure of any material assets of the

Borrower or any Subsidiary other than in the ordinary course of business; (d) accept Merchant Cash Advances in which it sells future receivables

at a discount, any other factoring transactions, or similar financing instruments or financing transactions; or (e) enter into a borrowing

arrangement where the Borrower pays an effective APR greater than 20%.

3.4 Restriction

on Common Share Repurchases. So long as the Borrower shall have any obligation under this Note, Borrower shall not without the Holder’s

written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise)

in any one transaction or series of related transactions any Common Shares (or other securities representing its capital) of Borrower

or any warrants, rights or options to purchase or acquire any such shares; except for the repurchase of shares at a nominal price in connection

with rights under an agreement with an employee or consultant of the Borrower whose shares have been forfeited as a result of such employee

or consultant’s ceasing to provide services to the Borrower.

3.5 Payments from Future

Funding Sources. The Borrower shall pay to the Holder on an accelerated basis, any outstanding Principal Amount of the Note, along

with all unpaid interest, and fees and penalties, if any (including but not limited to any prepayment premium under Section 1.5),

from the sources of capital below, at the Holder’s discretion, it being acknowledged and agreed by Holder that Borrower shall have

the right to make Bona Fide payments to vendors with Common Shares

3.5.1 Future

Financing Proceeds. One hundred percent (100%) of the net proceeds of any future financings by Borrower or any Subsidiary, whether

debt or equity, or any other financing proceeds such as cash advances, royalties or earn-out payments; provided, however, that this provision

shall not apply to proceeds from equipment financing that is secured by first priority liens against the equipment being financed and

second priority liens (behind the Holder’s security interest) against the Borrower’s other assets, as permitted under Section

3.7 hereof.

3.5.2 Other

Future Receipts. One hundred percent (100%) of the net proceeds to the Borrower or Subsidiary resulting from the sale of any assets

or securities, of Borrower or any of its Subsidiaries, including but not limited to, the sale of any Subsidiary, the receipt in cash by

Borrower or any of its Subsidiaries of any tax refunds, the sale of any tax credits, collections by Borrower or any of its Subsidiaries

pursuant to any settlement or judgement, but not including sales of inventory of the Borrower or its Subsidiaries in the ordinary course

of business.

3.6 Use

of Proceeds. Borrower agrees to use the proceeds advanced by the Holder hereunder to fund the Borrower’s clinical development

and regulatory activities, working capital, and general corporate purposes.

3.7 Ranking

and Security. The obligations of the Borrower under this Note shall constitute a first priority security interest and rank senior

with respect to any and all Indebtedness existing prior to or incurred as of or following the initial Issue Date. The obligations of the

Borrower under this Note are secured pursuant to the Pledge and Security Agreement attached hereto. So long as the Borrower shall have

any obligation under this Note, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) (i) pay down any existing

Indebtedness other than regularly scheduled payments pursuant to the terms of such Indebtedness made at a time when no Event of Default

has occurred and is continuing, without the Holder’s prior written consent, or (ii) incur or suffer to exist or guarantee any Indebtedness

that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder. As used

herein, the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase

price of property or services, including any type of letters of credit, but not including deferred purchase price obligations in place

as of the Issue Date or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower

evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower

to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase

price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses

(a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to

in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured by (or for which the holder

of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property

(including accounts and contract rights) owned by the Borrower, whether or not the Borrower has assumed or become liable for the payment

of such obligation. With respect to any Indebtedness that is a senior secured obligation of the Borrower, Borrower agrees to cause the

holders of such Indebtedness to execute subordination agreements with respect to the Borrower’s obligations under this Note, and

to deliver such subordination agreements to the Holder on or prior to the Issue Date. Notwithstanding the foregoing, the Borrower shall

be permitted to pursue and close equipment financing, with such financing secured by first priority lien(s) against the equipment being

financed and second priority lien(s) (behind the Holder’s security interest) against the Borrower’s other assets.

3.8 Regulatory

Reporting. Borrower shall be required to be in material compliance with the requirements of the Exchange Act, and be required to remain

a fully reporting company under the SEC reporting requirements and remain subject to and fully compliant with, the annual and periodic

reporting requirements of the Exchange Act (including but not limited to becoming current in its filings). Failure to remain a fully reporting

company and subject to and compliant with the Exchange Act as described herein, (including but not limited to becoming delinquent in its

filings), shall be an Event of Default (as defined below). For the avoidance of doubt, any failure by the Borrower to satisfy the current

public information requirement under Rule 144(c) of the Securities Act shall constitute a breach of this Section and an Event of Default.

3.9 Opinion

Letter.

3.9.1 Borrower

shall be responsible for supplying an opinion letter from a duly admitted attorney, in a form acceptable to the Holder, the Borrower’s

transfer agent, specific to the fact that the Common Shares issued pursuant to this Note, including the shares issued upon conversion

of this Note, are either exempt from the registration requirements of the Securities Act pursuant to Rule 144 (so long as the requirements

of Rule 144 are satisfied), exempt from such registration requirements pursuant to another available exemption (so long as the requirements

of such exemption are satisfied), or have been duly registered and permitted to be sold and transferred without restriction (so long as

the shares have been duly registered and permitted to be sold and transferred without restriction). Failure to provide an opinion letter

as described herein shall be an event of default pursuant to Section 4.1.2 of the Note. In the event that an opinion letter contemplated

by this Section is instead furnished by the Holder’s counsel, the Borrower shall not object to, and shall direct its transfer agent

to accept and rely upon, any such opinion letter so long as the Common Shares in question are in fact eligible for resale or transfer

under Rule 144, eligible under another available exemption, or have been duly registered and permitted to be sold and transferred without

restriction, as applicable.

3.9.2 Borrower

shall be responsible for supplying an opinion letter from a duly admitted attorney, in a form acceptable to the Holder, that the transaction

contemplated herein, as well as the execution of the Transaction Documents, have been duly authorized by the Borrower in accordance with

its governing documents.

3.10 Conditions

to Advances. As a condition to each advance hereunder (including the first Tranche), the Borrower shall (i) deliver to the Holder

verified and creditworthy receivables or tax credits, assigned to the Holder as collateral and otherwise in form and substance satisfactory

to the Holder in its sole discretion, and (ii) deliver all documents reasonably necessary to permit the Holder to perfect its security

interest in the collateral contemplated by the Pledge and Security Agreement, including customary lien searches and duly authorized UCC

financing statements.

ARTICLE IV. EVENTS OF DEFAULT

4.1 It

shall be considered an event of default if any of the following events listed in this Article IV (each, an “Event of Default”)

shall occur:

4.1.1 Failure

to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at

maturity, upon acceleration or otherwise.

4.1.2 Failure

to Reserve or Deliver Shares. (a) Borrower fails to reserve a sufficient amount of Common Shares as required under the terms of this

Note (including the requirements of Section 2.3 of this Note), fails to issue Common Shares to the Holder (or announces or threatens in

any form or manner that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder

in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated

form) Common Shares issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, Borrower

directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically

or in certificated form) Common Shares to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required

by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from

removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any Common Shares issued to the

Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note subject to regulations (or makes any announcement,

statement or threat in any form or manner that it does not intend to honor the obligations described in this paragraph), or fails to supply

an opinion letter specific to the fact that Common Shares issued pursuant to conversion of the Note are exempt from Registration Requirements

pursuant to Rule 144, and any such failure shall continue uncured (or any announcement, statement or threat not to honor its obligations

shall not be rescinded in writing) for one (1) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation

of Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion

of this Note is delayed, hindered or frustrated due to a balance owed by Borrower to its transfer agent. If, at the option of the Holder,

the Holder advances any funds to Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by

Borrower to the Holder, at the sole discretion of the Holder, either (A) in cash within five (5) business days after written notice from

the Holder demanding payment, or (B) automatically added to the outstanding Principal Amount of the Note, in which event interest shall

accrue thereon in accordance with the terms of this Note. (b) Borrower establishes a reserve of its Common Shares for the benefit of a

party other than the Holder, without obtaining prior approval in writing by the Holder.

4.1.3 Breach

of Covenants. Borrower, or the relevant related party, as the case may be, breaches any material covenant, post-closing obligation

or other material term or condition contained in any of the Transaction Documents and breach continues for a period of thirty (30) days.

4.1.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any of the other Transaction Documents,

or in any statement or certificate given pursuant hereto or in connection herewith, shall be false or misleading in any material respect

when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with

respect to this Note and the other Transaction Documents.

4.1.5 Judgments

or Settlements. (i) Any money judgment, writ or similar process shall be entered or filed against Borrower or any subsidiary of Borrower

or any of its property or other assets for more than $250,000 (not covered by insurance as to which the insurer does not deny coverage),

and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days unless otherwise consented to by the Holder; or (ii)

the settlement of any claim or litigation, creating an obligation on the Borrower in amount over $250,000 or where value of the underlying

claim or dispute was at least $250,000 (not covered by as to which the insurer

does not deny coverage).

4.1.6 Receiver

or Trustee. Borrower or any subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for or consent

to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee

shall otherwise be appointed.

4.1.7 Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any

bankruptcy law or any law for the relief of debtors shall be instituted by or against Borrower or any subsidiary of Borrower. With respect

to any such proceedings that are involuntary, Borrower shall have a sixty (60)-day cure period in which to have such involuntary proceedings

dismissed.

4.1.8 Change

of Control or Liquidation. Any Change of Control of the Borrower, or the dissolution, liquidation, or winding up of Borrower or any

substantial portion of its business. As used herein, a “Change of Control” shall be deemed to occur upon the consummation

of any of the following events: (a) any person or persons acting together which would constitute a “group” for purposes of

Section 13(d) of the Exchange Act (other than the Borrower or any subsidiary of the Borrower) shall beneficially own (as defined in Rule

13d-3 of the Exchange Act), directly or indirectly, at least 50% of the total voting power of all classes of capital stock of the Borrower

entitled to vote generally in the election of the Board; (b) Current Directors (as herein defined) shall cease for any reason to constitute

at least a majority of the members of the Board (for this purpose, a “Current Director” shall mean any member of the Board

as of the date hereof and any successor of a Current Director whose election, or nomination for election by the Borrower’s shareholders,

was approved by at least a majority of the Current Directors then on the Board); (c) (i) the complete liquidation of the Borrower or (ii)

the merger or consolidation of the Borrower, other than a merger or consolidation in which (x) the holders of the Common Shares of the

Borrower immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the Common Shares of the

continuing or surviving corporation immediately after such consolidation or merger or (y) the Board immediately prior to the merger or

consolidation would, immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing

or surviving corporation, which liquidation, merger or consolidation has been approved by the shareholders of the Borrower; or (d) the

sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Borrower pursuant

to an agreement (or agreements) which has (have) been approved by the shareholders of the Borrower.

4.1.9 Cessation

of Operations. Any cessation of operations in any material respect by the Borrower or the Borrower admits it is otherwise generally

unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as

a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

4.1.10 Maintenance

of Assets. The failure by Borrower to maintain any intellectual property rights, personal, real property or other assets which are

necessary to conduct its business (whether now or in the future), to the extent that such failure would result in a material adverse condition

or material adverse change in or affecting the business operations, properties or financial condition of Borrower or any of its subsidiaries

(a “Material Adverse Effect”).

4.1.11 Financial

Statement Restatement. Borrower restates any financial statements for any date or period from two (2) years prior to the Issue Date

of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the original financial

statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note.

4.1.12 Delisting

of Common Shares. If at any time on or after the date hereof, the Borrower shall fail to maintain the listing or quotation of the

Common Shares on a national securities exchange.

4.1.13 Failure

to Comply with Regulatory Reporting Requirements. Borrower fails to be materially compliant with, or ceases to be subject to, the

reporting requirements of the Exchange Act (including but not limited to becoming delinquent in its filings), including, for the avoidance

of doubt, any failure to satisfy the current public information requirement under Rule 144(c) of the Securities Act.

4.1.14 DTC

“Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s services,

such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Borrower’s

securities and such restriction is not remedied within two (2) weeks.

4.1.15 DWAC

Eligibility. In addition to the Event of Default in Section 4.1.21, the Common Shares is otherwise not eligible for trading through

the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, or if the Borrower is not registered with

DTC on the Issue Date, Borrower fails to become DTC registered within thirty (30) days of the Issue Date.

4.1.16 Bid

Price. The Borrower shall lose the “bid” price for its Common Shares ($0.0001 on the “Ask” with zero market

makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or an equivalent replacement marketplace or

exchange) on any three (3) trading days while the Note is outstanding.

4.1.17 Inside

Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual

transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information

concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form

8-K pursuant to Regulation FD on that same date.

4.1.18 Reverse

Splits. The Borrower effectuates a reverse split of its Common Shares without ten (10) business days prior written notice to the Holder.

4.1.19 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to

the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant

to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Shares in the Reserved Amount)

signed by the successor transfer agent to Borrower and the Borrower.

4.1.20 Variable

Rate Transactions. The Borrower (i) enters into a Variable Rate Transaction (as defined herein) without Holder consent, (ii) issues

Common Shares (or convertible securities or purchase rights) pursuant to an equity line of credit of the Borrower or otherwise in connection

with a Variable Rate Transaction (whether now existing or entered into in the future) or (iii) adjusts downward the “floor price”

at which Common Shares (or convertible securities or purchase rights) may be issued under an equity line of credit or otherwise in connection

with a Variable Rate Transaction (whether now existing or entered into in the future).

4.1.21 Certain

Transactions. Borrower enters into certain transactions prohibited by Sections 3.3, and 3.4 of this Agreement.

4.1.22 Executive

or Officer Conduct. Any Executive or Officer of the Borrower is arrested for violating any law, rule, regulation, or cease-and-desist

order, or is convicted of a criminal offense in a state of federal court (but not including traffic violations or similar offenses).

4.1.23 Failure

to Execute Transaction Documents or Complete the Transaction. The failure of the Borrower to execute any of the Transaction Documents.

4.1.24 Failure

of Security Interest. (a) Any material provision of the Pledge and Security Agreement shall at any time for any reason (other than

pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Borrower or any Subsidiary intended

to be a party thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced

by the Borrower or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity

or unenforceability thereof, or the Borrower or any Subsidiary shall deny in writing that it has any liability or obligation purported

to be created under the Pledge and Security Agreement; (b) the Pledge and Security Agreement, after delivery thereof pursuant hereto,

shall for any reason fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof,

first priority Lien in favor of the Holder on any collateral purported to be covered thereby.

4.1.25 Illegality.

Any court of competent jurisdiction issues an order declaring this Note, any of the other Transaction Documents or any provision hereunder

or thereunder to be illegal, as long as such declaration was not the result of an act of negligence by the Holder, exclusive of the execution

of the Transaction Documents or the transactions and acts contemplated herein.

4.1.26 Cross-Default.

Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the

Borrower of any covenant or other term or condition contained in any of the other financial instrument, including but not limited to all

promissory notes, currently issued, or hereafter issued, by the Borrower, to the Holder or any other third party (the “Other Agreements”),

after the passage of all applicable notice and cure or grace periods, that results in a Material Adverse Effect shall, at the option of

the Holder, be considered a default under this Note, in which event the Holder shall be entitled to apply all rights and remedies of the

Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.

4.1.27 Failure

to Obtain Stockholder Approval. The Borrower fails to obtain the Stockholder Approval (as defined in the Purchase Agreement) permitting

the issuance of Common Shares under the Transaction Documents in excess of the applicable Exchange Cap on or before the earlier of (i)

ninety (90) calendar days after the Issue Date and (ii) the date of the Borrower’s next regularly scheduled meeting of stockholders.

4.2 Remedies

Upon Default. Upon the occurrence and continuation of any Event of Default (after the expiration of any applicable cure period), the

Holder may exercise any one or more of the following rights and remedies, in addition to any other rights and remedies available at law,

in equity, or under any Transaction Document:

4.2.1 Acceleration.

The entire unpaid balance of this Note and all other Obligations shall, at the option of the Holder, become immediately due and payable

without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower.

4.2.2 Default

Premium. From and after the occurrence of an Event of Default, all amounts owing by the Borrower to the Holder under or in connection

with this Note or any other Transaction Document (collectively, the “Obligations”) shall be increased to an amount

equal to one hundred twenty-five percent (125%) of the Obligations outstanding at the time such amount is determined, it being agreed

that the Obligations include, without limitation, the outstanding Principal Amount, accrued and unpaid interest, Monitoring Fees (as defined

below), enforcement costs, legal fees, expenses, indemnities, and any other fees, charges or amounts payable hereunder or thereunder,

whether accruing before or after the occurrence of an Event of Default. The Borrower acknowledges and agrees that the default premium

provided for herein constitutes liquidated damages and not a penalty, that the actual damages resulting from an Event of Default are difficult

or impossible to ascertain with precision, and that such default premium represents a reasonable estimate of the damages likely to be

incurred by the Holder as a result of such Event of Default.

4.2.3 Default

Interest. From and after the occurrence of an Event of Default, all outstanding Obligations, whether or not accelerated, shall accrue

interest at the rate equal to the lesser of twenty-four percent (24%) per annum or the maximum legal amount permitted by law (the “Default

Interest Rate”), until the same is paid in full, including following the entry of a judgment in favor of Holder (“Default

Interest”).

4.2.4 Monitoring

Fee. Upon the occurrence of an Event of Default, Borrower shall incur a monthly monitoring fee (“Monitoring Fee”)

in the amount of Ten Thousand Dollars ($10,000) per month commencing on the date in which the Event of Default occurs and continuing until

the Event of Default is cured. The Monitoring Fee is intended to compensate the Holder for internal costs, administrative burdens, and

other non-legal expenses associated with monitoring the Borrower and managing the Holder’s rights and interests during the pendency

of such Event of Default. For the avoidance of doubt, the Monitoring Fee shall not be deemed to include, or in any way limit or preclude,

the Holder’s right to separately recover reasonable attorneys’ fees and legal costs pursuant to the terms of this Note or

applicable law.

4.2.5 Inspection

Rights. Upon the occurrence of an Event of Default (after the expiration of any applicable cure period), Holder to have right to inspect

the books and records of the Borrower, at reasonable business hours, at Holder’s sole discretion.

4.3 Payment

Notice. Notwithstanding anything to the contrary contained in this Note, upon the occurrence of an Event of Default specified in Article

4 of this Note (after the expiration of any applicable cure period), Borrower may not repay in cash any amount outstanding under this

Note without forty-five (45) days’ prior written notice to the Holder. For the avoidance of doubt, no cash payment of any kind (whether

of principal, interest, Default Interest, fees, or any other amounts due hereunder) shall be tendered or accepted unless and until such

forty-five (45) day notice period has fully elapsed, it being the intent of the parties that following an Event of Default the Holder

shall have the full notice period to elect to convert any or all of this Note into shares of Common Shares in lieu of receiving any such

cash payment.

4.4 Notice

of Default. Borrower shall be required to provide

written Notice to the Holder immediately upon becoming aware of the occurrence of any event that is either reasonably likely to have a

Material Adverse Effect or that would reasonably be deemed an Event of Default (without regard to Borrower’s ability to cure such

Event of Default, if applicable), provided however, that Borrower’s failure to timely provide such notice shall not prevent

this Note being deemed in default.

ARTICLE V. MISCELLANEOUS

5.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

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

exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive

of, any rights or remedies otherwise available.

5.2 Notices.

All notices and other communications required or permitted under this Note shall be given in the manner, and shall be deemed effective

at the times, set forth in the notice provisions of the Purchase Agreement, which provisions are incorporated herein by reference and

made a part of this Note as fully as if set forth herein.

5.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”

and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended

or supplemented, then as so amended or supplemented.

5.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors

and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities Act).

5.5 Governing

Law; Dispute Resolution; Venue. The governing law, jurisdiction, venue, and dispute-resolution and arbitration provisions applicable

to this Note are set forth in the Purchase Agreement and are incorporated herein by reference and made a part of this Note as fully as

if set forth herein. Such incorporated provisions include the agreement to arbitrate, the carve-out preserving the right to seek equitable

relief, the appointment of a receiver, and the enforcement of security interests and other remedies in court, and shall be binding upon

the Borrower and any successor, transferee, or assignee of this Note.

5.6 Certain

Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or

the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower

and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine

and the amount to be so paid by the Borrower represents stipulated damages and not a penalty.

5.7 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce

specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being

required.

5.8 Usury.

To the extent it may lawfully do so, the Borrower hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under

this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total

liability of the Borrower under this Note for payments which under Delaware law are in the nature of interest shall not exceed the maximum

lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event

shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under Delaware law in the nature

of interest that the Borrower may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum

contract rate of interest allowed by Delaware law and applicable to this Note is increased or decreased by statute or any official governmental

action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to

this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances

whatsoever, interest in excess of the Maximum Rate is paid by the Borrower to the Holder with respect to indebtedness evidenced by this

Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Borrower,

the manner of handling such excess to be at the Holder’s election.

5.9 Incorporation

of Purchase Agreement Provisions. The representations, warranties, covenants, agreements, acknowledgments, and waivers of the Borrower

set forth in the Purchase Agreement, including, without limitation, the provisions addressing the status of the Holder, no reliance, the

limitations on claims and counterclaims, and the limitation of the Holder’s liability, are incorporated into this Note by reference

and made a part of this Note as fully as if set forth herein. Such provisions are made for the benefit of, and may be enforced by, the

Holder and each successor, transferee, and assignee of this Note.

5.10 Opportunity

to Consult with Counsel. The Borrower represents and acknowledges that it has been provided with the opportunity to discuss and review

the terms of this Note and the other Transaction Documents with its counsel before signing it and that it is freely and voluntarily signing

the Transaction Documents in exchange for the benefits provided herein. In light of this, the Borrower will not contest the validity of

Transaction Documents and the transactions contemplated therein. The Borrower further represents and acknowledges that it has been provided

a reasonable period of time within which to review the terms of the Transaction Documents.

5.11 Integration.

This Note, along with the other Transaction Documents, constitute the entire agreement between the Parties and supersedes all prior negotiations,

discussions, representations, or proposals, whether oral or written, unless expressly incorporated herein, related to the subject matter

of the Agreement. Unless expressly provided otherwise herein, this Note may not be modified unless in writing signed by the duly authorized

representatives of the Borrower and the Holder. If any provision or part thereof is found to be invalid, the remaining provisions will

remain in full force and effect. Additionally, Borrower acknowledges that each of the Transaction Documents is integral to the Note, and

their execution by Borrower and the agreement by Borrower to be bound by the terms therein are a material condition to the Holders agreement

to enter into the transaction contemplated under the Transaction Documents.

5.12 Adjustment

for Stock Split. Notwithstanding anything herein to the contrary, all references in this Note to numbers of shares of securities

of the Borrower and the prices thereof, shall be appropriately adjusted to reflect any stock split, reverse stock split or stock dividend

or other similar change in such securities which may be made by the Borrower after the date of this Agreement.

5.13 Severability.

Any part, provision, representation or warranty of this Note which is prohibited or unenforceable or is held to be void or unenforceable

in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating

the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which

prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty

of this Note shall deprive any party of the economic benefit intended to be conferred by this Note, the parties shall negotiate, in good-faith,

to develop a structure the economic effect of which is as close as possible to the economic effect of this Note without regard to such

invalidity.

[signature page to follow]

IN WITNESS WHEREOF, Borrower

has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.

BORROWER

OS Therapies Incorporated

By:

Name:

Paul Romness

Title:

Chief Executive Officer

OS Animal Health Inc.

By:

Name:

Paul Romness

Title:

Authorized Signatory

OS Therapies UK LTD

By:

Name:

Paul Romness

Title:

Authorized Signatory

EX-4.2 — FORM OF COMMON STOCK PURCHASE WARRANT

EX-4.2

Filename: ea029686801ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

OS THERAPIES INCORPORATED

Warrant Shares: 1,750,000

Date of Issuance: June 30, 2026 (“Issuance

Date”)

This COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received in connection with the issuance of the senior secured convertible

promissory note of even date in the principal amount of up to $10,000,000 (the “Note”) by OS Therapies Incorporated,

a corporation organized under the laws of the State of Delaware (the “Company”), Leonite Fund I, LP, a limited

partnership organized under the laws of the State of Delaware (including any permitted and registered assigns, each a “Holder”),

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

the Issuance Date, to purchase from the Company up to 1,750,000 shares of common stock, par value $0.001 per share (the “Common

Shares” and such Common Shares issuable upon exercise of this Warrant, the “Warrant Shares”) (whereby such

number may be adjusted from time to time pursuant to the terms and conditions of this Warrant), at the Exercise Price per share then in

effect. This Warrant is issued by the Company as of the Issuance Date in connection with that certain securities purchase agreement, of

even date hereof, by and among the Company, certain of its wholly owned subsidiaries and the Holder (the “Purchase Agreement”).

Capitalized terms used in

this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section

12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $2.85, subject to adjustment as provided

herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period

commencing on the Issuance Date and ending on 6:00 p.m. (New York City time) on June 30, 2031.

1. EXERCISE

OF WARRANT.

(a) Mechanics

of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part

at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the

“Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver

the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of

the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable

hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the third (3rd) Trading Day

(the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice,

and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number

of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and

together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available

funds (or, if then permitted under this Warrant, by cashless exercise, in which case there shall be no Aggregate Exercise Price provided),

the Company shall (or direct its transfer agent to) issue the number of Warrant Shares to which the Holder is entitled pursuant to such

exercise (such number referred to hereinafter as the “Exercised Amount” and such shares to be issued referred to hereinafter

as the “Exercised Warrant Shares”), registered in the Company’s share register in the name of the Holder or its

designee. At the option of the Holder, such Exercised Warrant Shares shall be issued either (i) in DRS book entry form, (ii) directly

into a brokerage account by DWAC transfer (if eligible), or (iii) on one or more certificates dispatched by overnight courier to the address

as specified in the Exercise Notice. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes

to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date

of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number

of Warrant Shares represented by this Warrant submitted for exercise is greater than the Exercised Amount, then the Company shall as soon

as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue a new Warrant (in accordance

with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this

Warrant, less the Exercised Amount.

If at any time after the six

(6)-month anniversary of the Issuance Date, the Market Price of one (1) Common Share is greater than the Exercise Price and the Warrant

Shares are not registered for resale under an effective non-stale registration statement of the Company, the Holder may elect to receive

Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner

described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event

the Company shall issue to Holder a number of Warrant Shares computed using the following formula:

X = Y (A-B)

Where X =

the number of Warrant Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

A = the Market Price (at the date of such calculation).

B = Exercise Price (as adjusted to the date of such calculation).

If the Company fails to cause

its transfer agent to transmit to the Holder the respective Warrant Shares by the respective Warrant Share Delivery Date (each, a “Delivery

Failure”), then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure

shall be deemed an event of default under the Note to the extent the Note remains outstanding and any portion thereof unpaid, and this

Warrant. In addition, and without in any way limiting the Holder’s right to pursue other remedies, including but not limited to,

actual damages and/or equitable relief, or the foregoing remedies, the parties agree that if the Company causes the Exercised Warrant

Shares to not be delivered by the second (2nd) Trading Day following the Warrant Share Delivery Date, Company shall pay to

the Holder the greater of (i) for each day after the Share Delivery Date and during such Delivery Failure an amount equal to the greater

of (x) $1,000 per day in cash, for each day beyond the Warrant Share Delivery Date that Company fails to deliver such Exercised Warrant

Shares, or (y) 2% 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 Date and to which the Holder is entitled (the “Undelivered Shares”), 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 Exercise Date

and ending on the applicable Share Delivery Date (the “Undelivered Shares Value”), or (ii) the excess of the product

of (A) the Undelivered Shares, multiplied by (B) the Undelivered Shares Value, over the aggregate value of the Common Stock actually delivered

to the Holder based on the lowest trading price of the Common Stock during the five (5) trading days following the date that such Common

Shares are actually issued to the Holder. Such amount shall either be paid in cash to Holder by the fifth day of the month following the

month in which it has accrued or, at the option of the Holder (by written notice to Company by the first day of the month following the

month in which it has accrued), as follows: (1) in the event that the Note remains outstanding and any portion thereof unpaid, such amount

shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note

and such additional principal amount shall be convertible into Common Shares in accordance with the terms of the Note; (2) in the event

that the Note is no longer outstanding and no portion thereof remains unpaid, such amount shall be payable in Common Shares based on the

number of shares that would have been due under (1) above, had the Note been outstanding, and pursuant to a conversion of such amount

added to the principal amount of the Note. Company agrees that the right to exercise is a valuable right to the Holder, and as such, Company

will not take any actions to hamper, delay or prevent any valid exercise of this Warrant. The damages resulting from a failure, attempt

to frustrate, interference with such exercise right are difficult if not impossible to quantify. Accordingly, the parties acknowledge

that the liquidated damages provision contained in this section is justified.

(b) No

Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant

hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining

whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance

of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction

a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable

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

Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below.

For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates shall include

the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of Common Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially

owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other

securities of the Company (including without limitation any other Common Share Equivalents) subject to a limitation on conversion or exercise

analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding

sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange

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

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

To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation

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

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

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

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

to verify or confirm the accuracy of such determination.

For purposes of this paragraph,

in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A)

the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement

by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of Common Shares outstanding.

Upon the request of a Holder, the Company shall within two (2) Trading Days confirm to the Holder the number of Common Shares then outstanding.

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

of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding Common Shares

was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately

after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. Upon no fewer than 61 days’ prior notice

to the Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph and the provisions

of this paragraph shall continue to apply; provided that the Beneficial Ownership Limitation may not be increased above 9.99% of the number

of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant.

Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply

to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. Notwithstanding

anything to the contrary herein, the Company shall not issue any Common Shares upon exercise of this Warrant to the extent that such issuance

would exceed the Exchange Cap (as defined in the Purchase Agreement), and the Exchange Cap and the related Stockholder Approval requirements

set forth in the Purchase Agreement (under the section entitled “Stockholder Approval; Exchange Cap”) shall apply to the Warrant

Shares issuable upon exercise of this Warrant as if set forth herein in full.

2. ADJUSTMENTS.

The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Distribution

of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)

to holders of Common Shares, by way of return of capital or otherwise (including without limitation any distribution of cash, shares or

other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction)

(a “Distribution”), at any time after the issuance of this Warrant and while this Warrant remains outstanding, then,

in each such case:

(i) any

Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of Common

Shares entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined

by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the Common Shares on the

Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s

Board of Directors) applicable to one Common Share, and (ii) the denominator of which shall be the Closing Sale Price of the Common Shares

on the Trading Day immediately preceding such record date; and

(ii) the

number of Warrant Shares shall be increased to a number of shares equal to the number of Common Shares obtainable immediately prior to

the close of business on the record date fixed for the determination of holders of Common Shares entitled to receive the Distribution

multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that

the Distribution is of Common Shares of a company (other than the Company) whose common stock is traded on a national securities exchange

or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant

to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical

to those of this Warrant, except that such warrant shall be exercisable into the number of Other Shares of Common Stock that would have

been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and

with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect

to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance

with the first part of this clause (ii).

(b) Proportional

Adjustments of Outstanding Common Shares and Common Share Dividends. If the Company shall at any time or from time to time after the

date hereof and while this Warrant is outstanding, issue additional Common Shares to all of its current shareholders on a pro rata basis,

subdivide or combine its outstanding Common Shares, or pay a share dividend in Common Shares, then the Exercise Price and the number of

Warrant Shares shall be proportionately adjusted so that the aggregate Exercise Price payable upon exercise of this Warrant shall remain

unchanged. Any adjustments under this Section 2(b) shall be effective at the close of business on the date the applicable share split,

share combination or similar event becomes effective or the date of payment of the share dividend, as applicable.

Adjustment. If at any time while this Warrant is outstanding, the Company sells or grants (or has sold or granted, as the case may

be) any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or has sold or issued, as the

case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Share or other securities convertible

into, exercisable for or otherwise entitled the any person or entity the right to acquire Common Shares at an effective price per share

that is lower than the Exercise Price then in effect hereunder (such lower price, the “Base Exercise Price” and such

issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Share or other securities

so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange

prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to

receive Common Shares at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred

for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced to a price equal the

Base Exercise Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable

hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such

adjustment. Such adjustment shall be made whenever such Common Share or other securities are issued, provided however, that no adjustment

will be made under this Section 2(c) in respect of an Exempt Issuance. For purposes of this Section 2(c), an “Exempt Issuance”

shall have the meaning ascribed to such term in the Note. In the event of an issuance of securities involving multiple tranches or closings,

any adjustment pursuant to this Section 2(c) shall be calculated as if all such securities were issued at the initial closing. Notwithstanding

anything to the contrary in this Section 2(c): (i) this Section 2(c) shall apply only to a Dilutive Issuance occurring after July

1, 2026, and no sale, grant, disposition, amendment, announcement, filing or other event occurring on or prior to July 1, 2026 shall constitute

a Dilutive Issuance or give rise to any adjustment under this Section 2(c); (ii) any sale of Common Shares pursuant to an effective

“at-the-market” offering program or similar continuous offering arrangement shall not constitute, or be deemed to constitute,

a Dilutive Issuance or give rise to any adjustment under this Section 2(c); and (iii) a registered public offering of Common Shares

for cash in a single closing with aggregate gross proceeds to the Company of not less than $5,000,000, so long as such offering consists

solely of Common Shares and does not include any options, warrants (other than pre-funded warrants), convertible securities or other Common

Share Equivalents (a “Qualified Equity Financing”) shall not constitute, or be deemed to constitute, a Dilutive Issuance

under this Section 2(c); provided that the exemption in this clause (iii) shall apply only if the Note has been paid in full.

3. FUNDAMENTAL

TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another

entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company

effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange

offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders

of Common Shares are permitted to tender or exchange their Common Shares for other securities, cash or property and the holders of at

least 50% of the Common Shares accept such offer, or (iv) the Company effects any reclassification of the Common Shares or any compulsory

share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property

(other than as a result of a subdivision or combination of Common Shares) (in any such case, a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of Common Shares of the Successor

Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result

of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of Common Shares for

which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for

the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately

adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share

in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable

manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given

any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the

extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder

a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate

Consideration.

4. NON-CIRCUMVENTION.

The Company covenants and agrees that it will not, by amendment of its certificate of formation, certificate of incorporation, operating

agreement, or bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue

or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this

Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect

the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common

Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be

necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Common Shares upon the

exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive

rights, a sufficient number of Common Shares to provide for the exercise of the rights represented by this Warrant (without regard to

any limitations on exercise).

5. WARRANT

HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle

the Holder to any voting rights or other rights as a shareholder of the Company. In addition, nothing contained in this Warrant shall

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

shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. REISSUANCE.

(a) Lost,

Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity

or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new

Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b) Issuance

of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall

be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as

the Issuance Date.

7. TRANSFER.

(a) Notice

of Transfer. The Holder agrees that, if practicable, but without any obligation to do so, it will give written notice to the Company

of its intent to transfer this Warrant or any Warrant Shares, describing briefly the manner of any proposed transfer. Promptly upon receiving

such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected

without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify

the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the

previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however,

that the Company and its transfer agent may require customary documentation reasonably satisfactory to the Company and its transfer agent,

including an opinion of counsel or other evidence reasonably acceptable to the transfer agent that such transfer may be made without registration

under the Securities Act, and an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting

restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further

transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that

the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents

and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company

for the transfer or disposition of the Warrant or Warrant Shares.

(b) If

the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section

7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities

in respect to such transfer or disposition as are permitted by law.

transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under Section

7.2 of the Purchase Agreement.

8. NOTICES.

Notwithstanding anything to the contrary contained herein, all notices, demands, requests, consents, approvals and other communications

under this Warrant shall be governed exclusively by the Notices provisions of the Purchase Agreement, which is hereby incorporated by

reference as if set forth herein in full, including with respect to permitted methods of delivery, timing, effectiveness, addresses, and

electronic service. In the event of any inconsistency, the Purchase Agreement shall control. The Company shall provide the Holder with

prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation

of such adjustment and (ii) at least 20 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 Shares, (B) with respect to any grants, issuances or sales of any shares or other securities

directly or indirectly convertible into or exercisable or exchangeable for Common Shares or other property, pro rata to the holders of

Common Shares 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.

9. AMENDMENT

AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively

or prospectively) only with the written consent of the Company and the Holder.

10. GOVERNING

LAW & AGREEMENT TO CONFIDENTIAL ARBITRATION. This Warrant shall be governed and construed in accordance with the laws of the State

of Delaware without regard to principles of conflicts of law. Notwithstanding anything to the contrary contained herein, the parties expressly

acknowledge and agree that the Governing Law; Dispute Resolution; Remedies provisions of the Purchase Agreement govern exclusively any

dispute, claim or controversy arising out of or relating to this Warrant, including without limitation arbitration, forum selection, jurisdiction,

service of process, waiver of jury trial, remedies, and the availability of equitable relief, and such provisions are hereby incorporated

by reference as if set forth herein in their entirety.

11. ACCEPTANCE.

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

12. CERTAIN

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

(a) “Closing

Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market,

as reported by the NYSE American, or, if the Principal Market begins to operate on an extended hours basis and does not designate the

closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by the NYSE American, or

(ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported

by the NYSE American, or (iii) if no last trade price is reported for such security by the NYSE American, the average of the bid and ask

prices of any market makers for such security as reported by the OTC Markets or any other similar domestic or foreign exchange. If the

Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such

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

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

period.

(b) “Common

Share” means the Common Shares of the Company and any other class of securities into which such securities may hereafter be

reclassified or changed.

Share Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Shares,

including without limitation any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible

into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

(d) “NYSE

American” means the New York Stock Exchange American.

(e) “Principal

Market” means the primary national securities exchange or over the counter market on which the Common Shares are then traded.

(f) “Market

Price” means the highest traded price of the Common Shares during the thirty (30) Trading Days prior to the date of the respective

Exercise Notice.

(g) “Trading

Day” means (i) any day on which the Common Shares are listed or quoted and traded on its Principal Market, (ii) if the Common

Shares are not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter

markets, or (iii) if trading does not occur on the over-the-counter markets, any business day.

[signature page follows]

IN WITNESS WHEREOF, the Company

has caused this Warrant to be duly executed as of the Issuance Date set forth above.

OS Therapies Incorporated

Name:

Paul Romness

Title:

Chief Executive Officer

EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered holder to exercise

this Common Share Purchase Warrant)

The

Undersigned holder hereby exercises the right to purchase _________________ of the Common Shares (“Warrant Shares”)

of OS Therapies Incorporated, a Delaware corporation (the “Company”), evidenced by the attached copy of the Common Share Purchase

Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set

forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment

of the Exercise Price shall be made as (check one):

☐

a cash exercise with respect to _________________ Warrant Shares; or

☐

by cashless exercise pursuant to the Warrant.

2. Payment of Exercise Price. If cash exercise is selected

above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with

the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver

to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

Date:________________

(Print Name of Registered Holder)

By:

Name:

Title:

EXHIBIT B

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer of

the Warrant)

For

Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________

Common Shares of OS Therapies Incorporated, to which the within Common Share Purchase Warrant relates and appoints ____________________,

as attorney-in-fact, to transfer said right on the books of OS Therapies Incorporated, with full power of substitution and re-substitution

in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the

within Warrant.

Dated: __________________

(Signature) *

(Name)

(Address)

(Social Security or Tax Identification No.)

* The signature on this Assignment of Warrant

must correspond to the name as written upon the face of the Common Share Purchase Warrant in every particular without alteration or enlargement

or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s)

and title(s) with such entity.

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 30, 2026, AMONG OS THERAPIES INCORPORATED, OS ANIMAL HEALTH INC., OS THERAPIES UK LTD AND LEONITE FUND I, LP

EX-10.1

Filename: ea029686801ex10-1.htm · Sequence: 4

Exhibit 10.1

SECURITIES PURCHASE

AGREEMENT

This SECURITIES PURCHASE AGREEMENT

(the “Agreement”) is made as of June 30, 2026, by and among OS Therapies Incorporated, a corporation organized

under the laws of the State of Delaware (“OSTX”), and OS Animal Health Inc., a corporation organized under the

laws of the State of Delaware, and OS Therapies UK LTD, a limited company organized under the laws of the United Kingdom (collectively,

the “Company”), and Leonite Fund I, LP, a limited partnership organized under the laws of the State of Delaware

(the “Purchaser”).

Recital

A. The

Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated by

the United States Securities and Exchange Commission (the “Commission”) under the Securities Act;

B. The

Purchaser desires to purchase from the Company, and the Company desires to issue and sell to the Purchaser, upon the terms and conditions

set forth in this Agreement, a Senior Secured Convertible Promissory Note of the Company, in the aggregate principal amount of up to Ten

Million Dollars ($10,000,000) (the “Principal Amount”), to be funded in one or more tranches (each, a “Tranche”)

together with any note(s) issued in replacement thereof, thereon or otherwise with respect thereto in accordance with the terms thereof,

in the form attached hereto as Exhibit A (the “Note” and collectively with this Agreement, the assignment of

assets by OS Therapies UK LTD in favor of the Purchaser (the “Assignment of Assets”), the Warrant (defined below) and

the Pledge and Security Agreement (defined below), and the other related ancillary documents and agreements executed in connection herewith,

the “Transaction Documents”), upon the terms and subject to the limitations and conditions set forth in such Note;

C. Each

Tranche funded under the Note shall be subject to an original issue discount equal to seven and one-half percent (7.5%) of the amount

advanced under such Tranche (the “OID”), which amount shall be included in the outstanding principal balance of the

Note. For illustrative purposes only, a Tranche advance One Million Six Hundred Thousand Dollars ($1,600,000) would result in an OID of

One Hundred Twenty-Nine Thousand Seven Hundred Twenty-Nine Dollars and Seventy-Three Cents ($129,729.73), and a corresponding principal

amount of One Million Seven Hundred Twenty-Nine Thousand Seven Hundred Twenty-Nine Dollars and Seventy-Three Cents ($1,729,729.73). The

OID attributable to a particular Tranche shall be deemed fully earned solely upon the funding of such Tranche, and no OID shall be earned,

accrued or payable with respect to any unfunded portion of the Principal Amount.

D. As additional consideration

for the Purchaser’s purchase of the Note, the Company shall issue to the Purchaser: (i) two hundred seventy-five thousand (275,000)

shares of OSTX common stock (the “Common Shares” and, such share issuance, the “Equity Interest”),

and (ii) a warrant to purchase up to One Million Seven Hundred Fifty Thousand (1,750,000) Common Shares, substantially in the form attached

hereto as Exhibit C (the “Warrant”).

Agreement

Now,

Therefore, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below,

the Company and the Purchaser, intending to be legally bound, hereby agree as follows:

1. Closing

1.1 Closing

Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 5 and Section 6 below, the date

and time of the issuance and sale of the Note, the Equity Interest, and the Warrant, pursuant to this Agreement (the “Closing

Date”) shall be 4:00 PM, Eastern Time, on the date first written above, or such other mutually agreed upon time.

1.2 Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such

location as may be agreed to by the parties (including via exchange of electronic signatures).

1.3 Delivery.

At the Closing, the Company and the Purchaser shall execute and deliver the Note, the Equity Interest, the Warrant, and the other Transaction

Documents contemplated by this Agreement. Subject to the satisfaction or written waiver of the conditions set forth in Sections 5 and

6, the Purchaser shall, promptly following the Closing, deliver to the Company the first Tranche of the purchase price for the Note, the

Equity Interest, and the Warrant in immediately available funds in the amount set forth in the Note (the “First Tranche”);

provided, however, that the Purchaser shall retain Thirty-Five Thousand Dollars ($35,000) from the First Tranche and apply such amount

directly toward the payment of the Purchaser’s legal fees and transaction expenses incurred in connection with the preparation,

negotiation and consummation of the Transaction Documents. The First Tranche, together with any subsequent tranches advanced by Purchaser

pursuant to the terms of the Note (each, a “Subsequent Tranche” and, collectively with the First Tranche, the “Consideration”),

shall constitute the aggregate consideration payable by the Purchaser pursuant to the Transaction Documents. The First Tranche shall constitute

the purchase price for, and the consideration in respect of, (i) the initial principal amount of the Note funded upon the advance of the

First Tranche, (ii) the issuance of the Warrant, and (iii) the issuance of the Equity Interest. The Warrant and the Equity Interest are

issued in connection with the advance of the First Tranche and the Purchaser’s commitments under the Transaction Documents and shall

be fully earned and non-refundable upon the advance of the First Tranche. Each Subsequent Tranche shall constitute additional Consideration

solely in respect of the Note and shall increase the principal amount outstanding under the Note in accordance with its terms.

2. Representations and Warranties of the Company

Except as set forth in the

corresponding section of the Disclosure Schedule delivered to the Purchaser concurrently herewith and attached hereto as Schedule I

(the “Disclosure Schedule”) or as disclosed in the Disclosure Materials (as defined below), the Company hereby makes

the following representations and warranties as of the date hereof and as of the Closing Date to the Purchaser:

2.1 Organization,

Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is an entity duly incorporated or otherwise

organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company

and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now

conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business

and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both

owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may

be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of

any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company

and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a

timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

2.2 Corporate

Power. The Company has all requisite corporate power to execute and deliver this Agreement, and to issue the Note, the Equity Interest,

and the Warrant, and to enter into the pledge and security agreement of even date herewith (the “Pledge and Security Agreement”)

attached hereto as Exhibit B, and to enter into the other Transaction Documents and to carry out and perform its obligations under

the terms of the Transaction Documents.

2.3 Subsidiaries

and Affiliates. Section 2.3 of the Disclosure Schedule sets forth a true and correct list of all of the Company’s Subsidiaries

and Affiliates as of the date hereof. For purposes of this Agreement, the term “Subsidiary” means any corporation,

limited liability company, partnership, joint venture or other entity of which the Company, directly or indirectly, owns or controls a

majority of the outstanding voting power or equity interests, and the term “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. For purposes of this

definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and “Person”

means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated

organization, governmental authority or any other entity. Except as set forth in Section 2.3 of the Disclosure Schedule, the Company owns,

directly or indirectly, all of the outstanding equity interests of each Subsidiary free and clear of all Liens, other than restrictions

imposed by applicable securities laws.

2.4 Authorization.

The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement

and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, including, but not limited

to, the issuance and delivery of the Note, the Equity Interest, and the Warrant, the issuance and delivery of the Common Shares issuable

pursuant to the Note and Warrant, and the reservation of the equity securities issuable pursuant to the Note and Warrant has been taken

or will be taken prior to the issuance of such securities. The execution and delivery of this Agreement by the Company and the other Transaction

Documents to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly

authorized by all necessary action on the part of the Company and no further corporate, stockholder, or other organizational action is

required in connection therewith, other than in connection with the Required Approvals (as defined below). This Agreement has been, and

each other Transaction Document to which the Company is a party will be upon execution and delivery, duly executed and delivered by the

Company and constitutes, or upon execution and delivery will constitute, the valid and binding obligation of the Company, enforceable

against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,

reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited

by general equitable principles and laws relating to the availability of specific performance, injunctive relief or other equitable remedies

and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The Common Shares issuable upon conversion

of the Note and exercise of the Warrant (the “Underlying Securities”), when issued in accordance with the terms of

the Note and the Warrant, as applicable, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of any

lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction (a “Lien”)

imposed by the Company, except for restrictions set forth in the Transaction Documents. The Company has reserved, or will reserve prior

to issuance, a sufficient number of Common Shares (the “Reserved Amount”) for issuance upon conversion of the Note

and exercise of the Warrant in accordance with their terms. For purposes of this Agreement, the Note, the Equity Interest, the Warrant

and the Underlying Securities are collectively referred to as the “Securities.”

2.5 Governmental

Consents. Neither Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, give any notice

to, or make any filing or registration with, any court or other foreign, federal, state, local or other governmental authority or other

person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (a) applicable

Blue Sky filings, (b) such as have already been obtained or such exemptive filings as are required to be made under applicable securities

laws, (c) such other filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable

state and federal securities laws which the Company undertakes to file within the applicable time periods (the “Required Approvals”).

Subject to the accuracy of the representations and warranties of the Purchaser set forth herein, the Company has taken all action necessary

to exempt: (i) the issuance and sale of the Securities, and (ii) the other transactions contemplated by the Transaction Documents from

the provisions of any preemptive rights, stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business

combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be

subject and any provision of the Company’s Certificate of Incorporation or Bylaws, or other organizational documentation, as the

case may be, that is or could reasonably be expected to become applicable to the Purchaser as a result of the transactions contemplated

hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the

Purchaser or the exercise of any right granted to the Purchaser pursuant to this Agreement or the other Transaction Documents.

2.6 Compliance

with Laws. Neither the Company nor any Subsidiary is in violation of any applicable statute, rule, regulation, order or restriction

of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership

of its properties, except for such violations as would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

2.7 Compliance

with Other Instruments. Except as set forth in Section 2.7 of the Disclosure Schedule, neither Company nor any of its Subsidiaries

is in violation or default of any term of its organizational documents, or of any provision of any mortgage, indenture or contract to

which it is a party and by which it is bound or of any judgment, decree, order or writ, except for such violations or defaults as would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 2.7 of

the Disclosure Schedule or disclosed in SEC Reports (as defined herein), the execution, delivery and performance by the Company of the

Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (i) conflict with or violate

any provision of the Company’s or any Subsidiary’s organizational documents, (ii) result in a violation of any applicable

law, rule, regulation, judgment, order or decree applicable to the Company or any Subsidiary, or (iii) result in a default under any material

agreement, indenture, mortgage, credit agreement or other instrument to which the Company or any Subsidiary is a party or by which any

of their respective assets or properties are bound, except, in the case of clauses (ii) and (iii), for such violations or defaults as

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The sale and issuance of the Note

and the subsequent issuance of the Underlying Securities are not and will not be subject to any preemptive rights or rights of first refusal

that have not been properly waived or complied with.

2.8 Offering.

Assuming the accuracy of the representations and warranties of the Purchaser contained in Section ‎4 hereof, the offer, issue,

and sale of Securities are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and are

exempt from registration or qualification under applicable state securities laws, except for such filings and notices as may be required

pursuant to applicable state securities laws. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of

the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge,

any person listed in the first paragraph of Rule 506(d)(1) of the Securities Act, except for a Disqualification Event as to which Rule

506(d)(2)(ii–iv) or (d)(3), is applicable.

2.9 Capitalization.

The capitalization of the Company as of the date hereof is as set forth in Section 2.9 of the Disclosure Schedule. All outstanding shares

of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable and have been issued in compliance

with all applicable securities laws. Except for the Equity Interests and the Underlying Securities or as otherwise listed in Section 2.9

of the Disclosure Schedule, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character

whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any person

any right to subscribe for or acquire, any shares of common stock, or contracts, commitments, understandings or arrangements by which

Company or any Subsidiary is or may become bound to issue additional shares of common stock, or securities or rights convertible or exchangeable

into shares of common stock. Except as set forth in Section 2.9 of the Disclosure Schedule, there are no price based anti-dilution or

price adjustment provisions contained in any security issued by Company (or in any agreement providing rights to security holders) and

the issue and sale of the Securities will not obligate Company to issue shares of common stock or other securities to any person (other

than the Purchaser) and will not result in a right of any holder of Company’s securities to adjust the exercise, conversion, exchange

or reset price under such securities. Except as set forth in Section 2.9 of the Disclosure Schedule or disclosed in SEC Reports, neither

the Company nor any Subsidiary is party to any outstanding agreement providing for issuance of equity or convertible securities at prices

that vary with market price or are subject to reset/repricing (including equity lines or similar arrangements). Except as set forth in

Section 2.9 of the Disclosure Schedule, Company owns, directly or indirectly, all of the capital stock of each Subsidiary free and clear

of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights.

2.10 Regulatory

Reports; Financial Statements. Except as set forth in Section 2.10 of the Disclosure Schedule, the Company has filed all reports and

registration statements required to be filed by it under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange

Act”), including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the one (1) year preceding the date hereof (or

such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto,

being collectively referred to herein as the “SEC Reports” and, together with the Disclosure Schedule to this Agreement,

the “Disclosure Materials”). As of their respective dates, the SEC Reports complied in all material respects with the

requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable,

and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting

requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements

have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved

(“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited

financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position

of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the

periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

2.11 Material

Changes. Since the date of the latest financial statements included within the SEC Reports, except as set forth in the SEC Reports,

(i) there has been no event, occurrence or development that, individually or in the aggregate, has had or that could result in a Material

Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued

expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in

the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company

has not altered its method of accounting in any material respect or the identity of its auditors, (iv) the Company has not declared or

made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase

or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or affiliate,

except pursuant to existing Company stock-based plans or agreements.

2.12 Litigation.

Except as set forth in Section 2.12 of the Disclosure Schedule, there is no action, suit, inquiry, notice of violation, proceeding or

investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary, or any Executive

or Officer of the Company, or any of their respective properties before or by any court, arbitrator, governmental or administrative agency

or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which: (i) adversely

affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if

there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any

Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability

under federal or state securities laws or a claim of breach of fiduciary duty, which would result in a Material Adverse Effect. Except

as set forth in Section 2.12 of the Disclosure Schedule, there has not been, and to the knowledge of the Company, there is not pending

or contemplated, any investigation by governmental authority, or any litigation civil or otherwise, involving the Company or any current

or former director or officer of the Company or its Subsidiaries.

2.13 Labor

Relations. Neither Company nor any Subsidiary is a party to or bound by any collective bargaining agreements or other agreements with

labor organizations. Neither Company nor any Subsidiary has violated in any material respect any laws, regulations, orders or contract

terms, affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting employment

discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours. No material labor dispute

exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be

expected to result in a Material Adverse Effect.

2.14 Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits would not have or reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

2.15 Title

to Assets. Except as set forth in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to

all real property owned by them that is material to the business of Company and the Subsidiaries and good and marketable title in all

personal property owned by them that is material to the business of Company and the Subsidiaries, in each case free and clear of all Liens,

except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed

to be made of such property by Company and the Subsidiaries, (ii) Permitted Liens (as defined in the Pledge and Security Agreement), (iii)

Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP

and the payment of which is neither delinquent nor subject to penalties and (iv) such as would not, individually or in the aggregate,

result in a Material Adverse Effect. Any real property and facilities currently held under lease by the Company and the Subsidiaries are

held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all material

respects.

2.16 Taxes.

Except as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the

Company and its Subsidiaries have timely filed (or caused to be timely filed) all material tax returns required to be filed by them; all

such filed tax returns are accurate in all material respects; the Company and its Subsidiaries have paid all material taxes due and payable

(whether or not shown on filed tax returns), except for taxes being contested in good faith by appropriate proceedings and for which adequate

reserves have been established in accordance with GAAP; there are no pending assessments, asserted deficiencies or claims for additional

taxes that have not been paid in any material amount; there are no Liens for taxes on any material property or assets of the Company or

any of its Subsidiaries, except for Liens relating to taxes not yet due and payable or being contested in good faith by appropriate proceedings;

no material claim has been made by any taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file tax

returns that it is or may be subject to taxation by that jurisdiction; and there are no outstanding agreements or waivers extending the

statutory period of limitation for the assessment or collection of any material tax.

2.17 Patents

and Trademarks. Except as set forth in the SEC Reports, the Company and the Subsidiaries have, or have rights to use, all patents,

patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that

are necessary or material for use in connection with their respective businesses, except where the failure to so would not, individually

or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect (collectively, the “Intellectual Property

Rights”). To the extent the Company or any Subsidiary owns any Intellectual Property Rights, such Intellectual Property Rights

are owned free and clear of all Liens other than Permitted Liens. To the Company’s knowledge, the use of the Intellectual Property

Rights by Company or any Subsidiary does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third

party in any material way. Neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights

used by Company or any Subsidiary violates or infringes upon the rights of any Person, and there is no pending or, to the Company’s

knowledge, threatened claim, action, or proceeding challenging the ownership, validity, or enforceability of any material Intellectual

Property Rights owned by the Company or any of its Subsidiaries. The Company and its Subsidiaries have taken all reasonable steps necessary

to secure their interests in such Intellectual Property Rights from their employees and contractors (including, but not limited to, assignments

of such Intellectual Property Rights from such employees and contractors) and to protect the confidentiality of all of their confidential

information and trade secrets and that of third parties in their possession to the extent contractually required to do so.

2.18 Environmental

Matters. Neither Company nor any Subsidiary is in violation of any statute, rule, regulation, decision or order of any governmental

body relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment

or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real

property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination

pursuant to any Environmental Laws, or is subject to any pending or, to the Company’s knowledge, threatened claim, action, suit,

proceeding or investigation arising under Environmental Laws, except, in each case, as would not, individually or in the aggregate, have

or reasonably be expected to result in a Material Adverse Effect.

2.19 Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor

any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not result in a

Material Adverse Effect.

2.20 Transactions

with Affiliates and Employees. Except as disclosed in the Company’s financial statements or the Disclosure Materials, (i) none

of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a

party to any transaction with Company or any Subsidiary (other than for services as employees, officers and directors), including any

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

to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any

entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner,

other than (a) for payment of salary or consulting fees for services rendered, (b) reimbursement for expenses incurred on behalf of the

Company and (c) for other employee benefits, including stock option agreements under any stock option plan of Company; (ii) there are

no agreements or arrangements with officers, directors, Affiliates, or other related parties (including loans, guarantees, repayment or

priority rights); and (iii) there are no side letters or other agreements modifying or supplementing the economic terms, priority, conversion

mechanics, or repayment provisions of any outstanding debt or equity.

2.21 Brokers

and Finders. Except as otherwise itemized in Section 2.21 of the Disclosure Schedule, no person will have, as a result of the transactions

contemplated by the Transaction Documents, any valid right, interest or claim against or upon Company, any Subsidiary or the Purchaser

for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of

the Company.

2.22 Questionable

Payments. Neither Company nor any of its Subsidiaries nor, to the Company’s knowledge, any agent or other person acting on behalf

of Company or any Subsidiary, has on behalf of Company or any Subsidiary or in connection with their respective businesses: (a) used any

corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any

direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any

unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of

Company or any Subsidiary; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any

nature.

2.23 Solvency.

Neither Company nor any of its Subsidiaries has (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition

in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take

possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially

all, of its assets; (e) admitted in writing its inability to pay its debts as they come due; or (f) made an offer of settlement, extension

or composition to its creditors generally. The Company is solvent and, immediately after giving effect to the transactions contemplated

by the Transaction Documents, will be able to pay its debts as they become due and will have capital sufficient to carry on its business

as presently conducted.

2.24 Foreign

Corrupt Practices Act; Anti-Money Laundering; Sanctions. Neither the Company nor any of its Subsidiaries, nor, to the knowledge

of the Company, any agent or other person acting on behalf of the Company or any of its Subsidiaries, has, directly or indirectly: (a)

used any funds, or will not knowingly use any proceeds from the sale of the Securities, for any unlawful contributions, gifts, entertainment

or other unlawful expenses relating to foreign or domestic political activity; (b) made any unlawful payment to any foreign or domestic

government official or employee or to any foreign or domestic political party or campaign from corporate funds; (c) failed to disclose

fully any contribution made by the Company or any of its Subsidiaries (or made by any person acting on their behalf of which the Company

is aware) or by any member of their respective management that is required to be disclosed under applicable law; or (d) violated in any

material respect the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. The Company and its

Subsidiaries are in compliance in all material respects with all applicable anti-money laundering laws, including the USA PATRIOT Act,

and all applicable economic sanctions laws administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets

Control (“OFAC”) or any other applicable sanctions authority. Neither the Company nor any of its Subsidiaries is a

person or entity that is, or is owned or controlled by one or more persons or entities that are, the subject of any sanctions administered

or enforced by OFAC, the U.S. Department of State or any other applicable sanctions authority (collectively, “Sanctioned Persons”).

To the knowledge of the Company, no director or executive officer of the Company or any of its Subsidiaries is a Sanctioned Person. Neither

the Company nor any of its Subsidiaries knowingly engages in any business or dealings prohibited by applicable sanctions laws with or

in any country or territory that is the subject of comprehensive sanctions administered or enforced by OFAC or any other applicable sanctions

authority (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine).

2.25 Disclosures.

Neither the Company nor any person acting on its behalf has provided the Purchaser or its agents or counsel with any information that

constitutes or might constitute material, non-public information, except with respect to the material terms and conditions of the transactions

contemplated by the Transaction Documents. The written materials delivered to the Purchaser in connection with the transactions contemplated

by the Transaction Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

2.26 Transfer

Agent. Company represents and warrants that it will not replace its transfer agents without Purchaser’s permission so long as

the Note is outstanding. Company acknowledges that this is extremely material to the Note and the investment is made based on the assumption

that this will not occur.

2.27 Shell

Company Status. Set forth in Schedule 2.27 of the Disclosure Schedule is the Company’s representation as to its “Shell

Company” status under Rule 144.

2.28 Notice

of Material Changes. The Company agrees and acknowledges that so long as any obligations of the Company under any of the Transaction

Documents shall exist, it shall be obligated to provide Notice to the Purchaser in the event of a material change to any representation

or disclosure in any of the Transaction Documents, including but not limited to, the disclosures on the Disclosure Schedule, and failure

to provide such notice shall be a breach of this Agreement and an Event of Default under Section 4.3 of the Note.

3. Representations and Warranties of the Purchaser

3.1 Purchase

for Own Account. The Purchaser is acquiring the Securities as principal for its own account, for investment purposes only, and has

no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities

(this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to an effective registration

statement or otherwise in compliance with applicable federal and state securities laws).

3.2 Information

and Sophistication. Without limiting the Purchaser’s right to rely on the representations and warranties of the Company expressly

set forth in this Agreement, the Purchaser hereby represents and warrants that: (a) it has received all the information it has requested

from the Company and it considers necessary or appropriate to make an informed investment decision with respect to the Securities; (b)

it has had an opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the transactions

contemplated by the Transaction Documents and to obtain such additional information as it has requested; and (c) it has such knowledge

and experience in financial, investment and business matters that it is capable of evaluating the merits and risks of an investment in

the Securities and of protecting its own interests in connection with such investment.

3.3 Ability

to Bear Economic Risk. The Purchaser understands and acknowledges that its purchase of the Securities is a speculative investment

that involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to bear the

economic risk of an investment in the Securities for an indefinite period of time and to withstand a complete loss of its investment.

3.4 Accredited

Investor Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date

on which it exercises the Warrant or converts the Note, it will be either (i) an “accredited investor” as defined in Rule

501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act, or (ii) a “qualified institutional

buyer” as defined in Rule 144A(a) under the Securities Act.

3.5 Existence;

Authorization. The Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the

state of its organization, with requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction

Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents

and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary

action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when

delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser,

enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,

insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,

(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)

insofar as indemnification and contribution provisions may be limited by applicable law.

3.6 No

Conflicts. The execution, delivery and performance by the Purchaser of this Agreement, the other Transaction Documents to which it

is a party, and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation

of the organizational documents of the Purchaser, (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 by such Purchaser of any law,

rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser, except in the

case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would 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 under the Transaction

Documents to which it is a party.

3.7 No

Regulatory Approval. The Purchaser understands that no federal or state governmental authority has passed upon or endorsed the merits

of this offering or the Securities issued pursuant to this Agreement, or made any finding or determination as to the fairness or suitability

of an investment in the Securities. The Purchaser further understands that the Securities have not been registered under the Securities

Act or any applicable state securities laws and are being issued in reliance upon exemptions from the registration requirements thereof.

The Purchaser understands that the Securities may not be offered, sold, assigned, pledged or otherwise transferred unless they are registered

under the Securities Act and applicable state securities laws or an exemption from such registration requirements is available, and any

such transfer is made in compliance with the Securities Act, applicable state securities laws and the provisions of the Transaction Documents.

3.8 Purchaser

Received Independent Advice. The Purchaser acknowledges that it has been advised to consult with independent legal counsel regarding

legal matters concerning the Company and to consult with independent tax advisors regarding the U.S. federal, state and local tax consequences

of an investment in the Securities, and has either done so or knowingly and voluntarily chosen not to do so. The Purchaser understands

that any tax consequences of an investment in the Securities may be uncertain and may be adversely affected by changes in applicable law

or regulations, and that no representation or warranty has been made by the Company regarding the availability or treatment of any tax

benefits or consequences associated with the purchase, holding or disposition of the Securities.

3.9 Legends.

The Purchaser understands that until such time as the Securities have been registered under the Securities Act or may be sold pursuant

to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular

date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer

order may be placed against transfer of the certificates for such Securities):

NEITHER THE ISSUANCE

AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE PURCHASER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING

THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED

BY THE SECURITIES.

4. Further Agreements; Post-Closing Covenants

4.1 Intentionally

Omitted.

4.2 Stockholder

Approval; Exchange Cap. Notwithstanding anything to the contrary in any Transaction Document, unless and until the Company has obtained

Stockholder Approval, the Company shall not issue, in the aggregate, upon conversion of the Note, upon exercise of the Warrant, and as

the Equity Interest, a number of Common Shares exceeding 19.99% of the number of Common Shares outstanding immediately prior to the date

of this Agreement (such maximum number, as adjusted for any stock split, stock dividend, combination, recapitalization, or similar event,

the “Exchange Cap”), to the extent the issuance of shares in excess thereof would violate the rules of the principal

national securities exchange on which the Common Shares are then listed (currently the NYSE American) (the “Principal Market”),

including Section 713 of the NYSE American Company Guide. The Exchange Cap shall be allocated first to shares issuable upon conversion

of the Note, then to shares issuable upon exercise of the Warrant, and then to the Equity Interest, applied pro rata within each category

as among multiple instruments or holders. As used herein, “Stockholder Approval” means the approval by the Company’s

stockholders of the issuance of all Common Shares issuable under the Transaction Documents in excess of the Exchange Cap, in accordance

with the rules of the Principal Market and the Company’s organizational documents. The Company shall hold a meeting of its stockholders,

and shall obtain Stockholder Approval, on or before the earlier of (i) ninety (90) calendar days after the Closing Date and (ii) the date

of the Company’s next regularly scheduled meeting of stockholders (the “Stockholder Approval Deadline”). The

Company’s board of directors shall recommend that the stockholders vote in favor of Stockholder Approval, and the Company shall

solicit proxies in favor thereof. The failure of the Company to obtain Stockholder Approval on or before the Stockholder Approval Deadline

shall constitute an immediate Event of Default under the Note and this Agreement. If the Company is unable to issue any shares under any

Transaction Document solely by reason of the Exchange Cap, the Company shall remain obligated to issue such shares promptly upon obtaining

Stockholder Approval, and the Purchaser’s rights with respect to such shares shall not otherwise be impaired.

4.3 Use

of Proceeds. The Company agrees to use the proceeds of the transaction contemplated hereby solely as described in the Note.

4.4 Form

D; Blue Sky Laws. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to

provide a copy thereof, promptly upon request of the Purchaser. The Company shall 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 Closing under applicable

securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon

request of the Purchaser.

4.5 Acknowledgments

Regarding Purchaser Status; No Reliance; Limitation on Claims.

(a) No Reliance. The

Company acknowledges and agrees that it has conducted its own independent investigation of the Purchaser and the transactions contemplated

by the Transaction Documents, and has not relied, and is not relying, on any representation, statement, agreement, understanding, or omission

by the Purchaser or any of its affiliates concerning whether the Purchaser is or is not, was or was not, or may or may not be (i) a member

of a “group” (as defined in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder), (ii) an “affiliate”

of the Company or of any other holder of the Company’s securities, or (iii) a “broker” or “dealer” (as defined

in Section 3(a) of the Exchange Act) (collectively, “Purchaser Status Matters”), except to the extent expressly set

forth in the Transaction Documents. No Purchaser Status Matter was a condition to, or an inducement of, the Company’s execution,

delivery, or performance of the Transaction Documents.

(b) No Act Constitutes

Evidence. The Company acknowledges and agrees that no act, communication, coordination, transaction, or relationship of the Purchaser

or its affiliates, whether occurring prior to, concurrently with, or in connection with the Transaction Documents, shall be asserted by

the Company as evidence of, or as a basis for, any claim, allegation, defense, or contention that is based upon, arises out of, or relates

to any Purchaser Status Matter, and the Company is and shall be prohibited from so asserting.

and Tort Claims. The Company irrevocably and unconditionally waives, and covenants that it shall never assert, allege, or raise, whether

as a claim, counterclaim, defense, setoff, or otherwise in any proceeding, any claim sounding in contract, fraud, misrepresentation, breach

of the implied covenant, or any other common law or equitable theory that is based upon, arises out of, or relates to any Purchaser Status

Matter. This waiver and covenant is absolute, is not conditioned on any event, and shall survive the termination, satisfaction, or rescission

of the Transaction Documents.

(d) Conditional Bar on

Securities-Law Claims. With respect to any claim or defense that the Transaction Documents are void, voidable, rescindable, or unenforceable,

in whole or in part, by reason of an alleged violation of the Exchange Act or any other federal or state securities law arising from any

Purchaser Status Matter (including any alleged failure to file under Section 13(d), any alleged sale in violation of affiliate resale

restrictions, or any alleged unregistered broker-dealer activity under Section 15(a)), the Company shall not assert, allege, or raise

any such claim or defense in any proceeding unless and until a court of competent jurisdiction has first entered a ruling that such a

violation in fact occurred. Nothing in this Section shall be deemed a waiver of the Purchaser’s obligation to comply with the Exchange

Act or other applicable securities laws; this subsection (d) operates solely to limit the time and manner in which the Company may assert

a securities-law-based claim or defense, and not to excuse any actual violation.

(e) Event of Default.

Any assertion by the Company in breach of subsection (b) or (c), and any assertion under subsection (d) before the required court ruling,

shall constitute an immediate Event of Default under the Note and this Agreement.

(f) Benefit; Assignment.

The acknowledgments, agreements, waivers, and covenants set forth in this Section are made for the benefit of, and may be enforced by,

the Purchaser and each of its successors, transferees, and assigns, including any assignee of the Note, and shall survive any assignment

of the Note or any of the Transaction Documents.

4.6 No

Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, so long as any

obligation of the Company under this Agreement or the other Transaction Documents is outstanding, the Company shall not state, claim,

allege, or in any way assert to any person, institution, or entity, that the Purchaser is currently, or ever has been, a broker-dealer

under the Securities Exchange Act of 1934. For the avoidance of doubt, this Section shall not be construed as a representation, agreement,

or acknowledgment that the Purchaser is not required to comply with the Securities Exchange Act of 1934 or any other applicable law, nor

as a waiver of any requirement that the Purchaser so comply; rather, this Section is solely a limitation on the time at which, and the

circumstances under which, the Company may assert that the Purchaser is or was a broker-dealer, namely, only after a final adjudication

by a court of competent jurisdiction, in a separate proceeding, that the Purchaser has violated the broker-dealer registration requirements

of the Securities Exchange Act of 1934.

4.7 Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any action or proceeding that may be brought by the Purchaser in order to enforce any right or remedy under

the Note. Notwithstanding any provision to the contrary contained in the Note, it is expressly agreed and provided that the total

liability of the Company under the Note for payments which under Delaware law are in the nature of interest shall not exceed the maximum

lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event

shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under Delaware law in the nature

of interest that the Company may be obligated to pay under the Note exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by Delaware law and applicable to the Note is increased or decreased by statute or any official governmental

action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to

the Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances

whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Purchaser with respect to indebtedness evidenced by the

Note, such excess shall be applied by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company,

the manner of handling such excess to be at the Purchaser’s election.

4.8 Legal

Counsel Opinions. Upon the request of the Purchaser from to time to time, Company shall be responsible (at its cost) for promptly

supplying to Company’s transfer agent and the Purchaser a customary legal opinion letter of its counsel (the “Legal Counsel

Opinion”) to the effect that (i) the resale of the Securities by the Purchaser or its affiliates, successors and assigns is

exempt from the registration requirements of the Securities Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied

and provided the Securities are not then registered under the Securities Act for resale pursuant to an effective registration statement),

or (ii) the Securities have been registered under the Securities Act pursuant to an effective registration statement and may be freely

resold by the Purchaser or its affiliates, successors and assigns. Should Company’s legal counsel fail for any reason to issue the

Legal Counsel Opinion, the Purchaser may (at Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and

Company will instruct its transfer agent to accept such opinion. In the event the Purchaser obtains a Legal Counsel Opinion from its own

counsel, the Company shall not object to, or interfere with the issuance of, and shall instruct its transfer agent to accept, such Legal

Counsel Opinion, and the Company shall not impede the removal by its stock transfer agent of the restrictive legend from any Common Shares

certificate upon receipt by the transfer agent of a Rule 144 opinion letter. The provisions of this Section apply to all of the Securities,

including the Common Shares issuable upon conversion of the Note and upon exercise of the Warrant. Company shall not impede the removal

by its stock transfer agent of the restricted legend from any common stock certificate upon receipt by the transfer agent of a Rule 144

Opinion Letter.

4.9 Listing.

The Company will, for so long as the Purchaser owns any of the Securities or any obligations of the Company under any of the Transaction

Documents remain outstanding, use its reasonable best efforts to maintain the listing and trading of the Company’s Common Shares

on the NYSE American or another National Exchange (as defined below), and will comply in all material respects with the Company’s

reporting, filing, and other obligations under the rules of the NYSE American (or such other National Exchange) and the Commission, and

will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed

by the Company pursuant to the Exchange Act. For purposes of this Agreement, “National Exchange” means any of the Nasdaq Global

Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American. Any delisting,

suspension, or removal of the Company’s Common Shares from a National Exchange, or any failure of the Company to maintain the eligibility

of its Common Shares for listing on a National Exchange, shall constitute an Event of Default under the Note. During such period, the

Company shall notify the Purchaser immediately, and in any event no later than one (1) business day after receipt, of any notice, communication,

inquiry, or other indication received by the Company from the Commission, the NYSE American, or any other National Exchange or self-regulatory

organization regarding (i) any actual, pending, or threatened delisting, suspension, trading halt, or removal of the Common Shares, or

(ii) any actual or alleged failure by the Company to satisfy any listing, maintenance, continued-eligibility, or other requirement or

standard of such exchange or the Commission, and shall promptly provide the Purchaser with copies of all such notices and communications.

4.10 Information

and Observer Rights. Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace

period) all reports required to be filed by Company pursuant to the Exchange Act. If Company is not required to file reports pursuant

to such laws, it will prepare and furnish to the Purchaser and simultaneously make publicly available in accordance with Rule 144(c) such

information as is required for the Purchaser to sell the Securities under Rule 144. Company further covenants that it will take such further

action as any holder of Securities may reasonably request, all to the extent required from time to time to enable the Purchaser to sell

the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. If the Company

fails to remain a fully reporting company subject to the reporting requirements of the Exchange Act, or the Company fails to remain current

in its reporting obligations or to provide currently publicly available information in accordance with Rule 144(c) and such failure extends

for a period of more than fifteen Trading Days (the date which such fifteen Trading Day-period is exceeded, being referred to as “Event

Date”), then in addition to any other rights the Purchaser may have hereunder or under applicable law, on each such Event Date

and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the information

failure is cured, Company shall pay to the Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to one

percent (1%) of purchase price paid for the Securities held by the Purchaser at the Event Date. The partial liquidated damages pursuant

to the terms hereof shall apply on a daily pro -rata basis for any portion of a month prior to the cure of an information failure (except

in the case of the first Event Date).

4.11 Confidentiality.

The Purchaser agrees that it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its

investment in the Company) the terms and conditions of this Agreement or any confidential information obtained from the Company or from

any agent, representative, broker, advisor or other person acting on behalf of the Company pursuant to the terms of this Agreement (including

notice of Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known

to the public in general (other than as a result of a breach of this Section by the Purchaser), (b) is or has been independently developed

or conceived by the Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed

to the Purchaser by a third party not acting on behalf of the Company without a breach of any obligation of confidentiality such third

party may have to the Company; provided, however, that the Purchaser may disclose confidential information (i) to its attorneys, accountants,

consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in

the Company; (ii) to any prospective purchaser of any Securities from the Purchaser, if such prospective purchaser agrees to be bound

by the provisions of this Section; (iii) to any existing or prospective affiliate, partner, member, stockholder, or wholly owned subsidiary

of the Purchaser in the ordinary course of business, provided that the Purchaser informs such person that such information is confidential

and directs such person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that

the Purchaser notifies the Company within three (3) business days of such disclosure and takes reasonable steps to minimize the extent

of any such required disclosure. The Company shall use commercially reasonable efforts to avoid providing the Purchaser with material

non-public information, whether directly or indirectly through any agent, representative, broker, advisor or other person acting on behalf

of the Company. In the event the Purchaser believes it has received material non-public information from the Company that would restrict

the Purchaser’s ability to sell or otherwise transfer the Securities, the Purchaser may notify the Company in writing of such information

(the “MNPI Notice”). Upon receipt of an MNPI Notice, the Company shall, within three (3) business days, either (x)

publicly disclose such information in a manner that would cause such information to no longer constitute material non-public information,

or (y) provide written notice to the Purchaser that the Company disputes that such information constitutes material non-public information

and authorize the Purchaser to trade in the Securities notwithstanding possession of such information. If the Company fails to take either

action within such three (3) business day period, the Purchaser shall have the right (but not the obligation) to publicly disclose such

information, and the Company shall not assert any claim against the Purchaser arising from such disclosure.

4.12 Right

of Participation. During the period beginning on the Issue Date of the Note, and ending on the later of (i) eighteen (18) months following

the advance date of the most recent Tranche or (ii) the date that the balance due under the Note is paid in full, in the event that the

Company or any Subsidiary proposes to offer and sell its securities, whether in the form of debt, Equity Financing (defined below), or

any other financing transaction (each, a “Future Offering”), the Purchaser shall have the right, but not the obligation,

to participate in the purchase of the securities being offered in such Future Offering up to an amount equal to one hundred percent (100%)

of the Principal Amount of the Note then outstanding, on the same terms and conditions offered to other participants therein (the “Participation

Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s or its Subsidiary’s

sale of its common stock or any securities conferring the right to purchase Company’s or Subsidiary’s common stock or securities

convertible into, or exchangeable for (with or without additional consideration), shares of the Company’s or Subsidiary’s

common stock. In connection with each Participation Right, the Company shall provide written notice

to the Purchaser of the terms and conditions of the Future Financing at least ten (10) business days prior to the anticipated first closing

of such Future Financing (the “FF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall

notify Company, in writing, of such election at least five (5) business days prior to the anticipated closing date set forth in the FF

Notice (the “Participation Notice”). In the event the Purchaser does not return a Participation Notice to the Company

within such five (5)-business day period, then with respect to such FF Notice, the Participation Right granted hereunder shall terminate

and be of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing

referenced in the FF Notice does not occur within thirty (30) business days of the anticipated first closing date specified in such FF

Notice.

4.13 Right

of First Refusal. During the period beginning on the Issue Date of the Note and ending on the date that the balance due under the

Note is paid in full, in the event the Company or any Subsidiary has a bona fide offer of capital or financing from any third party that

the Company or any Subsidiary intends to act upon, then the Company must first offer such opportunity to the Purchaser in writing, to

provide such capital or financing to the Company or Subsidiary on the same terms as each respective third party’s terms. Should

the Purchaser be unwilling or unable to provide such capital or financing to the Company or Subsidiary within ten (10) trading days from

Purchaser’s receipt of written notice of the offer (the “Offer Notice”) from the Company, then the Company or

Subsidiary may obtain such capital or financing from that respective third party upon the exact same terms and conditions offered by the

Company to the Purchaser, which transaction must be completed within sixty (60) days after the date of the Offer Notice. If the Company

or Subsidiary does not receive the capital or financing from the respective third party within sixty (60) days after the date of the respective

Offer Notice, then the Company must again offer the capital or financing opportunity to the Purchaser as described above, and the process

detailed above shall be repeated. Notwithstanding the foregoing, the right of first refusal set

forth in this Section 4.13 shall not apply to (i) any sales of securities pursuant to an effective “at-the-market” offering

program or similar continuous offering arrangement or (ii) any registered public offering of the Company’s securities that is reasonably

expected to result in gross proceeds to the Company of at least $5,000,000.

4.14 Terms

of Future Financings. For so long as any amount under the Note remains outstanding, upon any issuance of (or announcement of intent

to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally

issued before the Issue Date, by the Company or any Subsidiary, with any term that the Purchaser reasonably believes is more favorable

to the Purchaser of such security than to the Purchaser in the Transaction Documents, or with a term in favor of the Purchaser of such

security that the Purchaser reasonably believes was not similarly provided to the Purchaser in the Transaction Documents, then (i) the

Company shall notify the Purchaser of such additional or more favorable term within three (3) business days of the issuance and/or amendment

(as applicable) of the respective security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents

with the Purchaser (regardless of whether the Company complied with the notification provision of this Section). The types of terms contained

in another security that may be more favorable to the Purchaser of such security include, but are not limited to, terms addressing conversion

price, conversion price discounts and adjustments, prepayment rate, conversion lookback periods, interest rates, original issue discounts,

stock sale price, private placement price per share, commitment shares, warrant coverage, and warrant exercise price. If Purchaser elects

to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment

of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three

(3) business days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s

failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. Notwithstanding the foregoing,

this Section 4.14 shall not apply to (i) any sales of securities pursuant to an effective “at-the-market” offering program

or similar continuous offering arrangement or (ii) any registered public offering of the Company’s securities that is reasonably

expected to result in gross proceeds to the Company of at least $5,000,000.

4.15 Disclosure

of Future Financings. For so long as any amount under the Note remains outstanding, Company shall deliver to Purchaser, within three

(3) business days of execution or receipt (as applicable), copies of all term sheets, letters of intent, drafts, definitive agreements,

amendments, side letters, fee letters, and non-privileged communications related to any proposed or completed financing by the Company

or any Subsidiary, involving the issuance, sale, or incurrence of any debt securities, equity securities, convertible securities, or other

financing instruments, or any amendment or modification to any existing financing arrangement. This disclosure obligation applies to all

financing transactions regardless of whether they constitute a Variable Rate Transaction or Convertible Note under the section of this

Agreement entitled “Terms of Future Financings.”

4.16 Rollover

Rights. For so long as any amount under the Note remains outstanding, if the Company completes any single public offering or private

placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Purchaser may, in its

sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding

principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding

in the event that any redemption right or prepayment right is exercised by either the Purchaser or the Company, and (ii) any securities

of the Company then held by the Purchaser, at their fair value, on the same terms and conditions offered to other investors therein (the

“Rollover Rights”). The Company shall give written notice to Purchaser as soon as practicable, but in no event less

than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser may exercise its Rollover Rights

by providing the Company written notice of such exercise within five (5) Business Days before the closing of the Future Transaction. In

the event Purchaser exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert

into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Purchaser

will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. Notwithstanding the foregoing,

a Future Transaction shall not include (i) any sales of securities pursuant to an effective “at-the-market” offering program

or similar continuous offering arrangement or (ii) any registered public offering of the Company’s securities that is reasonably

expected to result in gross proceeds to the Company of at least $5,000,000.

4.17 Registration

Rights. The Company shall provide the Purchaser with the registration rights set forth in this Section.

(a) Mandatory

Registration Rights. Within ninety (90) days after the Closing Date, the Company shall prepare and file with the Commission a registration

statement covering the resale by the Purchaser of all Common Shares issued or issuable to the Purchaser under the Transaction Documents,

including the Common Shares issuable upon conversion of the Note, upon exercise of the Warrant, and as the Equity Interest (collectively,

the “Registrable Securities”). The Company shall cause such registration statement to be declared effective by the

Commission no later than one hundred eighty (180) days after the Closing Date, and shall keep such registration statement continuously

effective until the earlier of (i) the date on which all Registrable Securities have been sold and (ii) the date on which all Registrable

Securities may be sold without restriction or volume limitation under Rule 144. The failure of the Company to file such registration statement

on or before the date that is ninety (90) days after the Closing Date, or to cause it to be declared effective on or before the date that

is one hundred eighty (180) days after the Closing Date, shall constitute an immediate Event of Default under the Note and this Agreement.

(b) Piggyback

Registration Rights. If the Company or any Subsidiary proposes to register any of its Common Shares (other than pursuant to a Registration

on Form S-4 or S-8 or any successor form), or proposes to file any offering statement with the Commission (including without limitation

any offering statement on Form 1-A under Regulation A), it will give prompt written notice to the Purchaser of its intention to effect

such registration or offering (the “Incidental Registration”). Within twenty (20) business days of receiving such written

notice of an Incidental Registration, the Purchaser may make a written request (the “Piggy-Back Request”) that the

Company include in the proposed Incidental Registration all, or a portion, of the Underlying Securities and the Equity Interest (collectively,

the “Registrable Securities”). The Company will use its commercially reasonable efforts to include in any Incidental

Registration all Registrable Securities which the Company has been requested to register pursuant to any timely Piggy-Back Request to

the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities

so to be registered. Any such registration or offering statement covering the Registrable Securities shall be declared effective by the

Commission within one hundred eighty (180) days of the Closing.

4.18 Transfer

Agent Instructions. Concurrently with the execution of an agreement to engage the services of a transfer agent, Company shall issue

irrevocable instructions to Company’s transfer agent to issue certificates, registered in the name of the Purchaser or its nominee,

upon issuance of Underlying Securities, in such amounts as specified from time to time by the Purchaser to Company in accordance with

the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that Company proposes to replace its

transfer agent, Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer

Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably

reserve shares of common stock in the Reserved Amount) signed by the successor transfer agent to Company and Company. Prior to registration

of the Securities under the Securities Act or the date on which the Securities may be sold pursuant to Rule 144 without any restriction

as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive

legend specified in Section 3.9 of this Agreement. Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent

Instructions referred to in this Section will be given by Company to its transfer agent and that the Securities shall otherwise be freely

transferable on the books and records of Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct

its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or

in certificated form) any certificate for Securities to be issued to the Purchaser as and when required by the Transaction Documents;

(iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from

removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities

issued to the Purchaser as and when required by the Transaction Documents; and (iv) it will provide any required corporate resolutions

and issuance approvals to its transfer agent within one (1) business day of each conversion of the Note or exercise of the Warrants. If

the Purchaser provides Company, at the cost of Company, with reasonable assurances that a public sale or transfer of such Securities may

be made without registration under the Securities Act or that the Securities can be sold pursuant to Rule 144, Company shall permit the

transfer, and, in the case of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive

legend, in such name and in such denominations as specified by the Purchaser. Company acknowledges that a breach by it of its obligations

hereunder will cause irreparable harm to the Purchaser, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly,

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

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

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

loss and without any bond or other security being required.

4.19 Further

Assurances. The Purchaser agrees and covenants that at any time and from time to time it will execute and deliver to the Company such

further instruments and documents and take such further action as the Company may reasonably require within three (3) business days of

any such request in order to carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws

or other regulatory approvals.

4.20 Exchange

Act Reporting. It shall be an event of default under the Note and this Agreement if the Company fails to remain fully compliant with

the Commission reporting requirements under the Exchange Act (including but not limited to becoming delinquent in its filings).

4.21 Subsidiary

Joinders. The Company agrees and covenants that: (a) within thirty (30) days (or such longer period as the Purchaser may consent to

in writing in its sole discretion) after the formation or acquisition, directly or indirectly, of any subsidiary following the date hereof,

the Company shall cause such Subsidiary to execute and deliver to the Purchaser (i) a joinder, counterpart, or other agreement (in form

and substance reasonably satisfactory to the Purchaser and substantially in the form attached hereto as Exhibit C), pursuant to

which such subsidiary: (A) becomes a co-borrower or other obligor under the Note on a joint and several basis with the Company and (B)

becomes a “Debtor” or “Grantor” (or equivalent term) under the Security and Pledge Agreement and grants to the

Purchaser a first priority security interest (subject only to Permitted Liens (as defined in the Security and Pledge Agreement)) in substantially

all of its assets, and (ii) such organizational documents, resolutions, incumbency certificates, good standing certificates, lien searches

and other customary deliverables as the Purchaser may reasonably request in connection therewith; and (b) the Company shall promptly (and

in any event within the same thirty (30) day period, subject to any written extension granted by the Purchaser in its sole discretion)

cause all such documents to be duly filed, recorded or registered in all offices and jurisdictions as may be necessary or desirable, in

the reasonable judgment of the Purchaser, to perfect and maintain the perfection and priority of the security interests created under

the Security and Pledge Agreement with respect to such subsidiary and its assets.

5. Conditions to the Company’s Obligation to Sell

The obligation of the Company

hereunder to issue and sell the Securities to the Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date,

of each of the following conditions; provided that such conditions are for the Company’s sole benefit and may be waived by the Company

at any time in its sole discretion:

(a) The

Purchaser shall have executed this Agreement and delivered the same to the Company.

(b) The

Purchaser shall have delivered the First Tranche in accordance with Section 1.3 above.

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 Closing Date, as though made at that time (except for representations and warranties that speak as of a 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 Closing Date.

(d) No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

6. Conditions to The Purchaser’s Obligation to Purchase

The obligation of the Purchaser

hereunder to purchase the Securities, on the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the

following conditions; 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:

(a) The

Company shall have executed this Agreement and delivered the same to the Purchaser.

(b) The

Company shall have issued and delivered to the Purchaser the duly executed Note in such denominations as the Purchaser shall request and

in accordance with Section 1.3 above.

each Subsequent Tranche closing, each representation and warranty of the Company set forth in this Agreement and the other Transaction

Documents shall be true and correct in all material respects as of the date of such Subsequent Tranche closing with the same effect as

though made on and as of such date (except for representations and warranties that expressly speak as of a specific date, which shall

be true and correct as of such date), and the Company shall be deemed to have remade and reaffirmed each such representation and warranty

as of such date. The accuracy of such representations and warranties as of each Subsequent Tranche closing shall be a condition to the

Purchaser’s obligation to fund such Subsequent Tranche.

(d) The

Company shall have issued and delivered to the Purchaser the Equity Interest and the Warrant.

(e) The

Company shall have delivered executed Transaction Documents, or such other instruments as contemplated by this Agreement.

(f) The

Company shall have delivered all documents reasonably necessary to permit the Purchaser to perfect its security interest in the collateral

contemplated by the Pledge and Security Agreement, including customary lien searches and UCC financing statements duly authorized for

filing.

(g) The

Company shall have delivered a schedule of liabilities and a lien search report from a nationally recognized search provider reasonably

satisfactory to the Purchaser, dated within ten (10) days of the Closing Date.

(h) The

representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing

Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have

performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to

be performed, satisfied or complied with by the Company at or prior to the Closing Date.

(i) No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

(j) No

Event of Default shall have occurred and be continuing under the Note as of the Closing Date.

(k) The

Company shall be in material compliance with its reporting obligations under the Exchange Act; provided that temporary delays that do

not constitute a material breach shall not in themselves constitute non-satisfaction of this condition

(l) Company

shall have delivered to the Purchaser (i) a certificate evidencing the formation and good standing of Company and each of its Subsidiaries

in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a

date within ten (10) days of the Closing Date, and (ii) resolutions adopted by the Company’s Board of Directors at a duly called

meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated

hereby.

(m) To

the extent the Company or any Subsidiary has any other secured creditors, the Company shall have delivered to the Purchaser executed subordination

agreements from each such secured creditor, in form and substance reasonably satisfactory to the Purchaser.

7. Miscellaneous

7.1 Events

of Default. The Company acknowledges and agrees that (i) any breach by the Company of any covenant, agreement, or obligation set forth

in this Agreement, or (ii) any representation or warranty made by the Company in this Agreement that is false, incorrect, or misleading

in any material respect when made or at any time thereafter, shall constitute an Event of Default under this Agreement and under Section

4.3 of the Note, entitling the Purchaser to exercise all rights and remedies available under the Transaction Documents and applicable

law.

7.2 Binding

Agreement. This Agreement and the other Transaction Documents shall inure to the benefit of and be binding upon the respective successors

and assigns of the parties, and all representations, warranties, covenants, acknowledgments, waivers, and limitations of liability set

forth herein and therein for the benefit of the Purchaser shall inure to the benefit of, and be enforceable by, the Purchaser and each

of its successors, transferees, and assigns, including any assignee of the Note or Warrant. The Company may not assign this Agreement

or any of its rights or obligations hereunder without the prior written consent of the Purchaser. Except as expressly provided in this

Agreement, nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations,

or liabilities under or by reason of this Agreement.

7.3 Governing

Law; Dispute Resolution; Remedies.

(a) Governing Law; Arbitration.

This Agreement and each other Transaction Document shall be governed by and construed in accordance with the laws of the State of Delaware

without regard to principles of conflicts of laws. Subject to the carve-out for equitable relief set forth in subsection (b) of this Section,

and notwithstanding anything to the contrary herein or in any other document executed in connection herewith, any dispute, claim or controversy

arising out of or relating to this Agreement or the other Transaction Documents, or the breach, termination, enforcement, interpretation

or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by

binding arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The

Party initiating the arbitration shall elect, in its demand for arbitration, to have the arbitration administered by any one of (i) Mediation

and Civil Arbitration, Inc. d/b/a RapidRuling (www.rapidruling.com) in accordance with its Commercial Arbitration Rules (currently available

at https://rapidruling.com/rules-and-forms/), (ii) JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (currently

available at https://www.jamsadr.com/rules-streamlined-arbitration), or (iii) FORUM in accordance with FORUM’s Expedited Rules of

the Code of Procedure for Resolving Business-to-Business Disputes (currently available at https://www.adrforum.com/rules-and-fees), in

each case as in effect at the time the demand is made. If the arbitration is administered by JAMS, the JAMS Streamlined Arbitration Rules

and Procedures shall apply regardless of the amount in controversy and notwithstanding any provision of the JAMS rules that would otherwise

cause the JAMS Comprehensive Arbitration Rules and Procedures to apply. If the arbitration is administered by FORUM, FORUM’s Expedited

Rules shall apply regardless of the amount in controversy, and the Parties agree to continue under the Expedited Rules notwithstanding

any provision that would otherwise cause the dispute to proceed under FORUM’s Code of Procedure for Resolving Business-to-Business

Disputes by reason of the Claim or Counterclaim amount. In all cases, and regardless of the administrator or rules selected or otherwise

applicable, the arbitration shall be conducted before a single arbitrator appointed by the administering body, the seat (legal place)

of arbitration shall be Wilmington, Delaware, and any hearing shall be held via video or telephone conference. The parties agree that

no objection shall be taken to the decision, order or award of the arbitrator following any such hearing on the basis that the hearing

was held by video or telephone conference. Notwithstanding any provision of the rules of the administrator selected or otherwise applicable,

no Party shall be entitled to any discovery as of right, and discovery shall be permitted only to the extent the arbitrator, in the arbitrator’s

sole discretion, determines that a Party has shown a substantial and specific need for such discovery in order to present its case, in

which case the arbitrator may permit limited discovery as the arbitrator deems appropriate; the arbitrator shall construe this Section

in favor of minimizing discovery and expediting resolution. If the administrator elected under this Section is unavailable to administer

the arbitration, whether by reason of its dissolution, cessation of commercial arbitration services, suspension or revocation of its authority

to administer arbitrations, receivership, or any legal or regulatory disability preventing it from administering the arbitration, then

the initiating Party shall elect one of the remaining administrators named in this Section, in the initiating Party’s sole discretion,

in accordance with the rules specified above for that administrator. In the event of any legal action (including arbitration) to enforce

or interpret this Agreement or any other Transaction Document, the non-prevailing Party shall pay (x) the reasonable attorneys’

fees and other costs and expenses (including expert witness fees) of the prevailing Party in such amount as may be determined, plus (y)

reasonable attorneys’ fees incurred by the prevailing Party in enforcing, or on appeal from, a judgment in favor of the prevailing

Party, and in any arbitration the arbitrator shall include any such award in the arbitration award. The arbitrator (or court) shall determine

which Party, if any, is the prevailing Party, and may, in its discretion, decline to treat any Party as a prevailing Party, or deny or

reduce any award of fees, costs, or expenses to a Party, where the arbitrator (or court) determines that such Party’s claim or position

was de minimis in relation to the relief sought, was brought or maintained without substantial justification, or was asserted primarily

to harass or to gain tactical advantage. EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY. Each party hereby irrevocably waives personal

service of process and substitute service of process and consents to process being served in any suit, action or proceeding in connection

with this Agreement or any other Transaction Document by (i) electronic service at the email address provided for notices to such party

in the Notices provisions of this Agreement (or such other email address as may be designated by notice in accordance with this Agreement),

or (ii) uploading or filing a copy thereof through the electronic filing and service portal or case-management system maintained by the

administrator then administering the arbitration, with such service deemed effective upon that system’s confirmation of submission.

Electronic service in accordance with the foregoing is the operative means of service. Service by registered or certified mail or overnight

delivery (with evidence of delivery) to such party at its address set forth in the Notices provisions of this Agreement shall not by itself

constitute effective service, and shall be effective only if a copy is concurrently served by electronic mail in accordance with clause

(i); in such case service shall be deemed effective on the earlier of the electronic service and documented delivery of the mailed or

couriered copy. Each party agrees that service effected in accordance with this Section 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 other manner

permitted by law.

(b) Equitable Relief; Enforcement

Against Collateral. Notwithstanding the foregoing, the request by any Party for specific performance and temporary, preliminary or

permanent injunctive relief, whether prohibitive or mandatory, the appointment of a receiver, and the enforcement of security interests

and other remedies with respect to the Collateral under the Pledge and Security Agreement or other Transaction Documents, shall not be

subject to arbitration and shall be adjudicated only by the state and/or federal courts residing in Wilmington, Delaware, and each Party

irrevocably submits to the exclusive jurisdiction of such courts for such purposes, and waives and agrees not to assert in any such proceeding

a claim that it is not personally subject to the courts referred to above, that the suit or action was brought in an inconvenient forum,

or that the venue of the suit or action is improper. The Purchaser and the Company acknowledge and agree that the rights of the Purchaser

under this Agreement are of a specialized and unique character, and that immediate and irreparable damage will result to the Purchaser

if the Company fails or refuses to perform its obligations under this Agreement or otherwise breaches this Agreement. Accordingly, the

Company acknowledges that the remedy at law for any such breach may be inadequate and agrees that, in the event of a breach or threatened

breach by the Company, the Purchaser shall be entitled, in addition to all other available remedies at law or in equity and any remedies

provided under the Transaction Documents, and notwithstanding any election by the Purchaser to seek a remedy at law, to seek equitable

relief, including without limitation temporary restraining orders, temporary and permanent injunctions, and specific performance, in each

case without the necessity of showing economic loss and without the necessity of posting a bond or other security. No claimed breach of

contract or violation of law by the Purchaser or any of its affiliates shall operate to extinguish the Company’s obligations under

this Section.

In any arbitration, action or proceeding arising out of or relating to this Agreement or the other Transaction Documents, the aggregate

amount of any counterclaim, setoff, recoupment, or other claim of any kind asserted by the Company against the Purchaser or any of its

affiliates, and the aggregate liability of the Purchaser and its affiliates to the Company, shall not exceed the aggregate purchase price

actually paid by the Purchaser for the Note; and in no event shall the Purchaser or any of its affiliates be liable to the Company for

any consequential, special, incidental, indirect, exemplary or punitive damages. The foregoing limitations shall not apply to liability

arising from the Purchaser’s actual fraud or willful misconduct as finally determined by a court or arbitrator of competent jurisdiction,

and nothing in this subsection shall be deemed to waive, limit, or modify any right or claim that may not be waived, limited, or modified

as a matter of applicable law.

(d) Notice and Service

of Process. For the avoidance of doubt, the notice and service provisions of this Section shall control with respect to the commencement

and conduct of any arbitration or legal proceeding, notwithstanding the Notices provisions of this Agreement or any other notice provision

in this Agreement or any Transaction Document.

7.4 Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic

signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be

valid and effective for all purposes.

7.5 Titles

and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing

or interpreting this Agreement.

7.6 Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement or any of the

Transaction Documents shall be in writing and shall be transmitted by electronic mail to the email address set forth below for the relevant

party. Electronic mail is the operative means of giving notice under this Agreement. A notice transmitted by electronic mail shall be

deemed effective upon transmission (provided there is confirmation of transmission and no automated bounce-back or error message is received)

if transmitted during the recipient’s normal business hours on a business day, and otherwise on the next business day. A notice

delivered by hand, by nationally recognized overnight courier, or by certified or registered United States mail (return receipt requested,

postage prepaid) shall not by itself constitute effective notice, and shall be effective only if a copy of the same notice is concurrently

transmitted by electronic mail in accordance with this Section; in such case the notice shall be deemed effective on the earlier of (i)

the time the accompanying electronic mail becomes effective under this Section and (ii) documented delivery of the hand-delivered, couriered,

or mailed copy. Each party shall (a) designate the other party’s email address set forth below, and the filing or service email

address of any arbitration administrator then administering a proceeding, as an approved sender, and shall not block, filter, or divert

messages from such addresses, and (b) monitor its designated email address, including any spam, junk, or quarantine folders, no less than

once each business day. The notices shall be addressed as follows:

If to the Company,

to:

OS Therapies Incorporated

115 Pullman Crossing Road

Grasonville, MD 21638

Attn: Paul Romness

e-mail: ***

cc (which shall not constitute

notice): sfeldman@olshanlaw.com

If to the Purchaser:

Leonite Fund I, LP

600 East Crescent Ave, Suite 104

Upper Saddle River, NJ

Attn: Avi Geller

e-mail: ***

cc (which shall not constitute

notice): dberger@bergerlawpllc.com

or to such other email address

as a party may designate by notice given in accordance with this Section. The physical addresses set forth above are provided for identification

purposes and for any supplemental copy delivered under this Section; the email address is the operative address for notice. Any failure

of a party to update its address, or any defect or omission in identifying information, shall not affect the validity or effectiveness

of any notice otherwise given in the manner provided in this Section, and a notice given by electronic mail in the manner provided in

this Section shall be effective in accordance with the foregoing regardless of whether it is actually opened or read, provided that the

approved-sender and monitoring obligations set forth in this Section shall apply.

7.7 Modification;

Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective only upon

the written consent of the Company and the Purchaser. Any provision of the Note or Warrant may be amended or waived by the written consent

of the Company and the Purchaser.

7.8 Expenses.

The Company and the Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions

contemplated herein; unless otherwise specified in the Agreement or the Note.

7.9 Delays or Omissions.

It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Purchaser, upon any breach or default of

the Company under the Transaction Documents shall impair any such right, power or remedy, nor shall it be construed to be a waiver of

any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any

waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further

agreed that any waiver, permit, consent or approval of any kind or character by Purchaser of any breach or default under this Agreement,

or any waiver by any Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the

extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser,

shall be cumulative and not alternative.

7.10 Entire

Agreement. This Agreement, the other Transaction Documents, and the Exhibits hereto constitute the full and entire understanding and

agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner

by any representations, warranties, covenants and agreements except as specifically set forth herein.

7.11 Construction;

Independent Counsel. Each party acknowledges that it has been represented by, or has had the opportunity to consult with, counsel

of its own choosing in connection with the negotiation and execution of this Agreement and the other Transaction Documents. This Agreement

and the other Transaction Documents are the product of negotiation among the parties and shall be deemed to have been drafted jointly

by the parties; accordingly, no presumption or rule of construction shall be applied against any party on the basis of having drafted,

or having caused to be drafted, this Agreement, any other Transaction Document, or any provision hereof or thereof. The provisions of

this Agreement governing construction, severability, integration, and entire agreement shall apply with equal force to each of the Transaction

Documents.

7.12 Severability.

Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable

in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating

the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which

prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty

of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate,

in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without

regard to such invalidity.

[Signature page follows]

Witness Whereof, the parties have executed this Securities Purchase Agreement

as of the date first written above.

COMPANY:

OS Therapies Incorporated

By:

/s/ Paul Romness

Name:

Paul Romness

Title:

Chief Executive Officer

OS Animal Health Inc.

By:

/s/ Paul Romness

Name:

Paul Romness

Title:

Authorized Signatory

OS Therapies UK LTD

By:

/s/ Paul Romness

Name:

Paul Romness

Title:

Authorized Signatory

PURCHASER:

Leonite Fund I, LP,

By its Manager, Leonite Advisors, LLC

By:

/s/ Avi Geller

Name:

Avi Geller

Title:

Manager

[Securities Purchase Agreement – Signature

page]

EX-10.2 — PLEDGE AND SECURITY AGREEMENT, DATED AS OF JUNE 30, 2026, AMONG OS THERAPIES INCORPORATED, OS ANIMAL HEALTH INC., OS THERAPIES UK LTD AND LEONITE FUND I, LP

EX-10.2

Filename: ea029686801ex10-2.htm · Sequence: 5

Exhibit 10.2

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT

(the “Agreement”) is made and entered into on June 30, 2026, by and between OS Therapies Incorporated, a corporation

organized under the laws of the State of Delaware, OS Animal Health Inc., a corporation organized under the laws of the State of Delaware,

and OS Therapies UK LTD, a limited company organized under the laws of the United Kingdom (collectively, the “Debtor”),

and Leonite Fund I, LP, a limited partnership organized under the laws of the State of Delaware, and its permitted endorsees, transferees

and assigns (collectively, the “Secured Party”).

RECITALS

A. Concurrently

herewith, Debtor and the Secured Party have entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)

and certain other agreements, pursuant to which the Debtor issued that certain senior secured convertible promissory note (the “Note”)

in the principal amount of up to Ten Million Dollars ($10,000,000), to be funded in one or more tranches in accordance with the Transaction

Documents, to the Secured Party.

B. The

Debtor now enters into this Agreement with the Secured Party as security for Debtor’s Obligations (as defined below).

AGREEMENT

NOW, THEREFORE, in consideration

of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereby agree as follows:

1. Definitions.

Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the Uniform Commercial Code as adopted in the

state of Delaware (the “UCC”) (such as “account,” “adverse claim,” “chattel

paper,” “deposit account,” “document,” “equipment,” “fixtures,”

“general intangibles,” “goods,” “instruments,” “inventory,”

“investment property,” “proceeds,” and “supporting obligations”) shall have the

respective meanings given such terms in Article 9 of the UCC. Capitalized terms used in this Agreement and not defined elsewhere herein

or in the Securities Purchase Agreement shall have the meanings set forth below:

“Collateral”

means all of the collateral identified on Exhibit A hereto; provided, however, that notwithstanding anything to the contrary

in this Agreement, Collateral shall not include any Excluded Intellectual Property Assets.

“Debtor’s

Books” means and includes all of Debtor’s books and records in any medium or form, including, but not limited to,

all records, ledgers and computer programs, disk or tape files, thumb drives, material stored in the “cloud,” printouts and

other information indicating, summarizing or evidencing the Collateral.

“Equity

Interests” means, with respect to any person, all of the shares of capital stock of (or other ownership or profit interests

in) such person, all of the warrants, options or other rights for the purchase or acquisition from such person of shares of capital stock

of (or other ownership or profit interests in) such person, all of the securities convertible into or exchangeable for shares of capital

stock of (or other ownership or profit interests in) such person or warrants, rights or options for the purchase or acquisition from such

person of such shares (or such other interests), and all of the other ownership or profit interests in such person (including partnership,

member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests

are outstanding on any date of determination.

“Event of Default”

has the meaning specified in Section 7 of this Agreement.

“Excluded Intellectual

Property Assets” means all Intellectual Property of Debtor, whether now owned or hereafter acquired, and whether arising

under the laws of the United States, any state, the United Kingdom, any other foreign jurisdiction or otherwise, including, without limitation,

all patents, patent applications, trademarks, service marks, trade names, trade dress, logos, domain names, social media identifiers and

accounts, copyrights, mask works, designs, design rights, trade secrets, know-how, confidential or proprietary information, inventions,

software, source code, object code, databases, data, algorithms, formulae, processes, technology, IP licenses, permits, franchises, royalties,

goodwill associated with any of the foregoing, registrations and applications for registration of any of the foregoing, rights to sue

for past, present or future infringement, misappropriation or other violation of any of the foregoing, and all proceeds, products, accessions,

substitutions and replacements of any of the foregoing; provided that, for the avoidance of doubt, Excluded Intellectual Property Assets

shall not include accounts, payment intangibles or other rights to payment arising from the sale, license or other disposition of Intellectual

Property to the extent such accounts, payment intangibles or other rights to payment do not themselves constitute Intellectual Property.

“Intellectual

Property” means all intellectual property and intellectual property rights of any kind or nature, including, without limitation,

patents, patent applications, trademarks, service marks, trade names, trade dress, logos, domain names, social media identifiers and accounts,

copyrights, mask works, designs, design rights, trade secrets, know-how, confidential or proprietary information, inventions, software,

source code, object code, databases, data, algorithms, formulae, processes, technology, IP licenses, permits, franchises, royalties, goodwill

associated with any of the foregoing, registrations and applications for registration of any of the foregoing, and rights to sue for past,

present or future infringement, misappropriation or other violation of any of the foregoing.

“Negotiable Collateral”

means and includes all of Debtor’s presently existing and hereafter acquired or arising letters of credit, advices of credit,

promissory notes, drafts, instruments, documents, Equity Interests in any entity, leases of personal property and chattel paper, as well

as Debtor’s Books relating to any of the foregoing.

“Obligations”

means and includes any and all present or future indebtedness or obligations of Debtor owing to the Secured Party under the Note and

the other Transaction Documents, as defined herein, including, without limitation, (i) all principal, interest and other payments required

thereunder that are not paid when due, and (ii) all of the Secured Party Expenses which Debtor is required to pay or reimburse by this

Agreement, by law, or otherwise; provided that Obligations shall not include any obligations that have been paid, satisfied or otherwise

terminated in accordance with the Transaction Documents.

“Permitted Liens”

means (i) statutory liens of landlords and liens of carriers, warehousemen, bailees, mechanics, materialmen and other like liens imposed

by law, created in the ordinary course of business and securing amounts not yet due (or which are being contested in good faith, by appropriate

proceedings or other appropriate actions which are sufficient to prevent imminent foreclosure of such liens), and with respect to which

adequate reserves or other appropriate provisions are being maintained by Debtor in accordance with generally accepted accounting principles

(“GAAP”) , (ii) deposits made (and the liens thereon) in the ordinary course of business of Debtor (including, without

limitation, security deposits for leases, indemnity bonds, surety bonds and appeal bonds) in connection with workers’ compensation,

unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, contracts (other than

for the repayment or guarantee of borrowed money or purchase money obligations), statutory obligations and other similar obligations arising

as a result of progress payments under government contracts, (iii) liens for taxes not yet due and payable or which are being contested

in good faith and with respect to which adequate reserves are being maintained by Debtor in accordance with GAAP, (iv) purchase money

liens relating to the acquisition of equipment, machinery or other goods of Debtor approved in writing by the Secured Party (which approval

shall not be unreasonably withheld, conditioned or delayed) and (v) liens in favor of the Secured Party under the Transaction Documents.

“Pledged

Equity” means, with respect to Debtor, 100% of the issued and outstanding Equity Interests of any subsidiary that is directly

owned by Debtor, whether now owned or hereafter acquired, in each case together with the certificates (or other agreements or instruments),

if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not

limited to, the following:

(1) all Equity Interests representing

a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock split, revision,

reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise

in respect thereof; and

(2) in the event of any consolidation

or merger involving the issuer thereof and in which such issuer is not the surviving person, all shares of each class of the Equity Interests

of the successor person formed by or resulting from such consolidation or merger, to the extent that such successor person is a direct

subsidiary of an Debtor.

The term “Pledged Equity”

specifically includes, but is not limited to, all rights of Debtor embodied in or arising out of the Debtor’s status as a shareholder

or member, consisting of: (a) all economic rights, including without limitation, all rights to share in the profits and losses and all

rights to receive distributions of the assets; and (b) all governance rights, including without limitation, all rights to vote, consent

to action and otherwise participate in the management.

“Secured Party

Expenses” means and includes (i) all costs or expenses required to be paid by Debtor under this Agreement that are instead

paid or advanced by the Secured Party, including without limitation, all taxes, insurance, satisfaction of liens, securities interests,

encumbrances or other claims at any time levied or placed on the Collateral, (ii) all reasonable costs and expenses incurred to correct

any default or enforce any provision of this Agreement, or in gaining possession of, maintaining, disabling, handling, preserving, storing,

shipping, selling, preparing for sale or advertising to sell all or any part of the Collateral, irrespective of whether a sale is consummated,

and (iii) all reasonable costs and expenses (including reasonable attorney’s fees) incurred by the Secured Party in enforcing or

defending this Agreement, irrespective of whether suit is brought.

“Transaction Documents”

means and includes the Note, Securities Purchase Agreement and all related documents executed in connection therewith, including, without

limitation, any amendments to any of the foregoing.

2. Construction.

Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular and vice versa, to the

part include the whole, “including” is not limiting, and “or” has the inclusive meaning represented by the phrase

“and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar

terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section references are

to this Agreement, unless otherwise specified.

3. Creation

of Security Interest. In order to secure Debtor’s timely payment of the Obligations and timely performance of each and all

of its covenants and obligations under this Agreement, the Transaction Documents, and any other document, instrument or agreement executed

by Debtor or delivered by Debtor to the Secured Party in connection with the Obligations, Debtor hereby unconditionally and irrevocably

grants, pledges and hypothecates to the Secured Party a continuing security interest in and to, a lien upon, assignment of, and right

of set-off against, all presently existing and hereafter acquired or arising Collateral, in each case expressly excluding all Excluded

Intellectual Property Assets. Such security interest shall be a first priority security interest. Such security interest shall attach

to all Collateral without further act on the part of the Secured Party or Debtor.

4. Intellectual

Property Exclusion.

(a) Notwithstanding

anything to the contrary in this Agreement, the Transaction Documents or any financing statement, filing, notice or other document relating

hereto or thereto, no security interest, lien, pledge, hypothecation, assignment or right of set-off is granted in or over any Excluded

Intellectual Property Assets, and the Collateral shall not include any Excluded Intellectual Property Assets. The Secured Party shall

not file, register or record, and Debtor shall not be required to execute, deliver or authorize, any intellectual property security agreement,

short-form assignment, notice or other filing with the United States Patent and Trademark Office, the United States Copyright Office,

Companies House, the UK Intellectual Property Office or any other domestic, foreign, federal, state or local intellectual property registry

to perfect or evidence a security interest in any Intellectual Property of Debtor. Any general description of Collateral in this Agreement,

any UCC financing statement or any other filing, including any reference to “all assets,” “general intangibles,”

“proceeds,” “products” or similar terms, shall be deemed to exclude the Excluded Intellectual Property Assets.

For the avoidance of doubt, the foregoing exclusion shall not prevent the Secured Party from taking a security interest in accounts, payment

intangibles or other rights to payment arising from the sale, license or other disposition of Intellectual Property to the extent such

accounts, payment intangibles or other rights to payment do not themselves constitute Intellectual Property.

(b) Restrictions

on Excluded Intellectual Property Assets. Notwithstanding the exclusion of the Excluded Intellectual Property Assets from the Collateral,

Debtor shall not, without the prior written consent of the Secured Party, (i) create, incur, assume or permit to exist any lien, security

interest, charge, pledge or other encumbrance upon any Excluded Intellectual Property Assets, or (ii) sell, assign, transfer, convey,

license or otherwise dispose of any Excluded Intellectual Property Assets. Any breach of this Section shall constitute an Event of Default.

5. Filings;

Further Assurances.

(a) General.

The Secured Party is authorized to file a UCC-1 Financing Statement (or its equivalent) with the Secretary of State of the State of Delaware

and in any other jurisdictions where the Secured Party chooses to file, with respect to the Debtor. Debtor also authorizes the filing

by the Secured Party of such other UCC financing statements, continuation financing statements, fixture filings, security agreements,

mortgages, deeds of trust, chattel mortgages, assignments, assignments of rents, motor vehicle lien acknowledgments and other documents

as the Secured Party may reasonably require in order to perfect, maintain, protect or enforce its security interest in the Collateral

or any portion thereof and in order to fully consummate all of the transactions contemplated under this Agreement. Subject to the foregoing,

if so requested by the Secured Party at any time hereafter, Debtor shall promptly execute and deliver to the Secured Party such fixture

filings, agreements, security agreements, mortgages, deeds of trust, chattel mortgages, assignments, motor vehicle lien acknowledgments

and other documents as the Secured Party may reasonably require from such Debtor in order to perfect, maintain, protect or enforce its

rights under this Agreement. Debtor shall promptly deliver to the Secured Party any and all certificates and instruments constituting

the Pledged Equity in suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignment in

blank. Debtor hereby irrevocably makes, constitutes and appoints the Secured Party as such Debtor’s true and lawful attorney with

power, upon Debtor’s failure or refusal to promptly comply with its obligations in this Section 5(a), to sign the name of Debtor

on any of the above-described documents or on any other similar documents which need to be executed, recorded or filed in order to perfect,

maintain, protect or enforce the Secured Party’s security interest in the Collateral. Debtor further agrees to enter into such control

agreements with the Secured Party and such third parties as may be necessary to obtain a perfected first priority security interest in

the Collateral, excluding in all cases the Excluded Intellectual Property Assets, including deposit accounts and Pledged Equity, and agrees

to use best efforts to obtain the assent of the third parties to said agreements.

(b) Foreign

Collateral; Perfection Outside the United States. Without limiting the generality of the foregoing, with respect to any Debtor organized

under the laws of the United Kingdom or any other jurisdiction outside the United States (each, a “Foreign Debtor”)

and any Collateral in which such Foreign Debtor has rights, the Secured Party is authorized to make, file, register, record or give, and

the Debtor shall (and shall cause each Foreign Debtor to), at the Secured Party’s request and at the Debtor’s expense, make,

file, register, record or give any and all filings, registrations, recordings and notices (including, where applicable, registration of

particulars of a charge at Companies House and any equivalent filing in any other applicable jurisdiction, but excluding any filing, registration,

recording or notice in respect of Excluded Intellectual Property Assets), and take any other action, that the Secured Party determines

is necessary or desirable to create, attach, perfect, protect, maintain the priority of, record or enforce a security interest, charge,

mortgage, assignment or other lien in or over such Collateral under the laws of the United Kingdom or such other applicable jurisdiction.

In addition, upon the Secured Party’s request, the Debtor shall (and shall cause each Foreign Debtor to) promptly negotiate, execute

and deliver one or more separate security agreements, debentures, charges, pledges, assignments, control agreements or other instruments,

in form and substance satisfactory to the Secured Party and governed by the laws of the United Kingdom or such other applicable jurisdiction,

as the Secured Party determines is necessary or desirable to grant, create, perfect, protect or enforce the security interests and liens

contemplated, excluding in all cases any security interest or lien in or over Excluded Intellectual Property Assets, by this Agreement

and to provide the Secured Party with the rights, remedies and priority to which it is entitled hereunder. The power of attorney granted

to the Secured Party in this Section extends to the execution, filing and recording of all such documents and instruments, and all costs

and expenses incurred in connection with the foregoing shall constitute Secured Party Expenses.

Debtor hereby authorizes Secured Party to obtain a mortgage on any and all of its real estate. Debtor covenants and agrees that it will

execute any documents, provide any information and take such other action as is requested by Secured Party to effectuate such mortgage.

(d) Additional

Matters. Without limiting the generality of Section 5(a), Debtor will at the reasonable written request of the Secured Party, appear

in and defend any action or proceeding which is reasonably expected to have a material and adverse effect with respect to such Debtor’s

title to, or the security interest of the Secured Party in, the Collateral.

(e) After-Acquired

Subsidiaries; Additional Debtors. From and after the date of this Agreement, Debtor covenants and agrees that (i) promptly, and in

any event within thirty (30) days (or such longer period as the Secured Party may agree in writing in its sole discretion) after Debtor

forms or acquires, directly or indirectly, any new subsidiary, Debtor shall provide written notice thereof to the Secured Party identifying

such subsidiary and its jurisdiction and form of organization; (ii) contemporaneously with, or as promptly as reasonably practicable following,

the formation or acquisition of any such subsidiary (and in any event within the period specified in clause (i) above, as the same may

be extended in writing by the Secured Party), Debtor shall cause such subsidiary to execute and deliver to the Secured Party a joinder

agreement, in substantially the form of joinder attached as an exhibit to the Purchase Agreement (with such changes thereto as the Secured

Party may reasonably request to reflect local law or other immaterial modifications), pursuant to which such subsidiary shall become an

additional “Debtor” and “Grantor” under this Agreement and the other Transaction Documents, assume joint and several

liability for the Obligations (to the extent permitted by applicable law), and grant to the Secured Party a first priority security interest

in all of its assets and property of the types described as “Collateral” herein, subject only to Permitted Liens and excluding

all Excluded Intellectual Property Assets; and (iii) Debtor and each such subsidiary, upon execution and delivery of such joinder, hereby

authorize the Secured Party, without the necessity of any further act, to prepare, execute (as attorney-in-fact for Debtor and such subsidiary

to the extent permitted by Section 5(a)) and file such UCC financing statements, continuation statements, amendments and other registrations

or filings (including fixture filings and, if applicable, filings in international or federal registries, but excluding any filings in

respect of Excluded Intellectual Property Assets) as the Secured Party reasonably deems necessary or advisable to perfect, maintain, protect

or evidence the security interests granted by such subsidiary in favor of the Secured Party. For the avoidance of doubt, upon a subsidiary’s

execution and delivery of such joinder, all references in this Agreement to “Debtor” shall be deemed to include such subsidiary,

mutatis mutandis, and the authorizations and powers of attorney granted to the Secured Party in this Agreement (including, without limitation,

in Section 5(a)) shall apply equally to such subsidiary and its Collateral.

6. Representations,

Warranties and Agreements. Debtor represents, warrants and agrees as follows:

(a) No

Other Encumbrances. Except as disclosed in the Disclosure Schedule to the Securities Purchase Agreement, Debtor has good and marketable

title to its Collateral, free and clear of any liens, claims, encumbrances and rights of any kind, except the Liens scheduled pursuant

to the Securities Purchase Agreement or as otherwise approved in writing by the Secured Party, and has the right to pledge, sell, assign

or transfer the Collateral.

(b) Authorization

of Pledged Equity. All Pledged Equity is duly authorized and validly issued, is fully paid and, to the extent applicable, nonassessable

and is not subject to the preemptive rights of any person.

Interest/Priority. This Agreement creates a valid security interest in favor of the Secured Party in the Collateral of Debtor, excluding

all Excluded Intellectual Property Assets, and, when properly perfected by filing shall constitute a valid and perfected first priority

security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company

interests that do not constitute securities), to the extent such security interest can be perfected by filing under the UCC, free and

clear of all liens except for liens permitted by the Securities Purchase Agreement. The taking possession by the Secured Party of the

certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish

the first priority of the Secured Party’s security interest in all the Pledged Equity evidenced by such certificated securities

and such instruments. With respect to any Collateral consisting of a deposit account, investment property, securities entitlement or held

in a securities account, upon execution and delivery by the Debtor, the applicable depository bank or securities intermediary and the

Secured Party of an agreement granting control to the Secured Party over such Collateral, the Secured Party shall have a valid and perfected

first priority security interest in such Collateral.

(d) Consents;

Etc. There are no restrictions in any organizational document governing any Pledged Equity or any other document related thereto which

would limit or restrict (i) the grant of a security interest pursuant to this Agreement in such Pledged Equity, (ii) the perfection of

such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged Equity as contemplated

by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices

with applicable local registries regarding assignments of rents and fixture filings, and, in each case, excluding any filing or notice

in respect of Excluded Intellectual Property Assets, (iii) obtaining control to perfect the security interests created by this Agreement

(to the extent required under Section 5 hereof), (iv) such actions as may be required by laws affecting the offering and sale of

securities, and (v) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of,

filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other person (including,

without limitation, any stockholder, member or creditor of Debtor), is required for (A) the grant by Debtor of the security interest

in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by Debtor, (B) the perfection of

such security interest (to the extent such security interest can be perfected by filing under the UCC, the granting of control (to the

extent required, or as provided in Section 5(a) hereof) or by filing an appropriate notice with the United States Patent and Trademark

Office, the United States Copyright Office or other applicable registry) or (C) the exercise by the Secured party of the rights and

remedies provided for in this Agreement.

(e) Location

of Place(s) of Business. All places of business of Debtor, including the identification of the principal place of business of Debtor,

and the address(es) at which the Collateral is (are) located, are indicated on Schedule 5(e) hereto. Debtor shall not, without at least

thirty (30) days prior written notice to the Secured Party, relocate such principal place of business or the Collateral, with no relocation

being permitted outside the United States in any event.

(f) Right

to Inspect the Collateral. The Secured Party shall have the right, during usual business hours of the Debtor and upon reasonable advance

notice, to inspect and examine the Collateral. Debtor agrees that any reasonable expenses incurred by the Secured Party in connection

with this Section 6(f) during the continuance of an Event of Default shall constitute Secured Party Expenses.

(g) Negative

Covenants. Except for sale of inventory in the ordinary course of business, Debtor shall not (i) sell, lease or otherwise dispose

of, relocate or transfer, any of the Collateral, except dispositions of Collateral that is worn out, obsolete or no longer necessary in

the business of Debtor, (ii) allow any liens on or grant security interests in the Collateral except the Permitted Liens or (iii) change

the Debtor’s name or add any new fictitious name without the written consent of the Secured Party.

(h) Further

Information. Debtor shall promptly supply the Secured Party with such information concerning Debtor and Debtor’s business as

the Secured Party may reasonably request from time-to-time hereafter, and shall within five (5) business days of obtaining knowledge thereof,

notify the Secured Party of any event which constitutes an Event of Default.

(i) Solvency.

Debtor is now and shall be at all times hereafter able to pay its debts (including trade debts) as they mature.

(j) Secured

Party Expenses. Debtor shall, within fifteen (15) business days of written demand from the Secured Party accompanied by adequate documentation

of such expenses, reimburse the Secured Party for all sums expended by it which constitute Secured Party Expenses and, in the event that

Debtor does not pay any Secured Party Expenses payable to a third party within fifteen (15) business days after notice thereof, then the

Secured Party may immediately and without further notice pay such Secured Party Expenses on Debtor’s behalf. All such expenses shall

become a part of the Obligations and, at the Secured Party’s option, will (i) be payable on demand or (ii) be added to the balance

of the Note and be payable proportionately with any installment payments that become due during the remaining term of the Note or, (iii)

at Secured Party’s option, may be treated as a balloon payment which will be due and payable at the maturity of the Note. This Agreement

shall also secure payment of those amounts.

(k)

Commercial Tort Claims. Debtor has no pending commercial tort claim (as a plaintiff) against any individual or entity (a “Commercial

Claim”). Debtor shall promptly deliver to the Secured Party notice of any Commercial Claim that a Debtor may bring against any

individual or entity, together with such information with respect thereto as the Secured Party may reasonably request. Within ten (10)

days after a written request by the Secured Party, Debtor shall grant the Secured Party a security interest in any pending Commercial

Claim to the extent such security interest is permitted by applicable law.

(l) Reliance

by the Secured Party; Representations Cumulative. Each representation, warranty and agreement contained in this Agreement shall

be conclusively presumed to have been relied on by the Secured Party regardless of any investigation made or information possessed by

the Secured Party. The representations, warranties and agreements set forth herein shall be cumulative and in addition to any and all

other representations, warranties and agreements set forth in the Transaction Documents or any other documents created after the Closing

Date and signed by Debtor.

7. Events

of Default. The occurrence of any of the following shall constitute an “Event of Default” by Debtor under this Agreement:

(a) the occurrence of any Event of Default under the Note or any other Transaction Document, after the expiration of any applicable grace

or cure period; (b) any breach by Debtor of any covenant, agreement, or obligation contained in this Agreement that continues unremedied

for ten (10) days after such breach occurs (or, if earlier, five (5) days after written notice from Secured Party); (c) any representation

or warranty made by Debtor in this Agreement proves to have been false or misleading in any material respect when made; or (d) the security

interest granted hereunder shall at any time fail to constitute a valid and perfected first priority security interest in any material

portion of the Collateral, except as permitted by the terms hereof.

8. Rights

and Remedies.

(a) Rights

and Remedies of the Secured Party.

(i) Upon

the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Secured Party may

cause any one or more of the following to occur, all of which are authorized by Debtor:

(A) The

Secured Party may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral.

Debtor agrees to promptly assemble and make available the Collateral if the Secured Party so requires, excluding in all cases the Excluded

Intellectual Property Assets. Debtor authorizes the Secured Party to enter the premises where any of the Collateral is located, take and

maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or

lien which, in the reasonable opinion of the Secured Party, appears to be prior or superior to its security interest in violation of this

Agreement, and to pay all reasonable expenses incurred in connection therewith.

(B) The

Secured Party shall not be deemed to have been granted any license or other right to use Debtor’s Excluded Intellectual Property

Assets. To the extent Debtor owns or has rights in labels, advertising matter or other non-IP property that constitutes Collateral, the

Secured Party may use such Collateral solely as reasonably necessary in completing production of, advertising for sale and selling Collateral,

but no such use shall include or be construed as a license, assignment, pledge, lien or security interest in or over any Excluded Intellectual

Property Assets.

Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner

provided for herein) the Collateral.

(D) The

Secured Party may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity,

shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their

own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions,

for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being

necessary that the Collateral be present at any such sale) for the purposes of satisfying the Obligations. In the case of a sale of Pledged

Equity, the Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the

issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and

agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other

publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without

prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve

a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the

Securities Act of 1933, and the Secured Party may, in such event, bid for the purchase of such securities.

(E) The

Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Secured Party shall give Debtor

a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public

sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall

be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) days before the date fixed for the sale, or at least ten

(10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or

threatens to decline speedily in value, in which case the Secured Party shall use commercially reasonable efforts to provide such notice

to Debtor as far in advance of such disposition as is practicable.

(F) The

Secured Party may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor.

(G) The

Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1) the Secured Party may have a receiver

appointed as a matter of right, (2) the receiver may be an employee of the Secured Party and may serve without bond, and (3) all fees

of the receiver and his or her attorney shall be Secured Party Expenses and become part of the Obligations and shall be payable on demand,

with interest at the Rate specified in the Note from the date of expenditure until repaid. The Debtor acknowledges and agrees that the

Secured Party shall have the rights with respect to the appointment of a receiver as described herein, even if such right is not statutorily

provided under applicable law. Notwithstanding anything to the contrary herein or in the Note or in any other Transaction Documents, Debtor

acknowledges and agrees that the Secured Party shall have the right with respect to the appointment of a receiver as described herein,

in any jurisdiction at the sole discretion of the Secured Party.

(H) The

Secured Party, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together,

“Revenue”) from the Collateral, excluding all Excluded Intellectual Property Assets. The Secured Party may at any time,

in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue therefrom and

hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Secured Party

may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments,

chattel paper, choses in action, or similar property, the Secured Party may demand, collect, issue receipts for, settle, compromise, adjust,

sue for, foreclose, or otherwise realize on the Collateral as the Secured Party may determine (in its reasonable discretion), whether

or not the Obligations are then due. For these purposes, the Secured Party may, on behalf of and in the name of Debtor, (1) receive, open,

and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks,

drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To

facilitate collection, the Secured Party may notify account debtors and Debtor on any Collateral to make payments directly to the Secured

Party.

(ii) The

Secured Party may deduct from the proceeds of any sale of the Collateral all Secured Party Expenses incurred in connection with the enforcement

and exercise of any of the rights and remedies of the Secured Party provided for herein, irrespective of whether suit is commenced. If

such deduction does not occur (in the Secured Party’s reasonable discretion), upon demand, Debtor shall pay all of such Secured

Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor,

and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Secured Party;

provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall

instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as

all of the Obligations have been fully satisfied or otherwise terminated.

(iii) Voting

and payment Rights in Respect of the Pledged Equity.

(A) So

long as no Event of Default shall exist, Debtor may (1) exercise any and all voting and other rights pertaining to the Pledged Equity

of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement

and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are

addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities

Purchase Agreement; and

(B) During

the continuance of an Event of Default, (1) all rights of an Debtor to exercise the voting and other consensual rights which it would

otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the

Secured Party which shall then have the sole right to exercise such voting and other consensual rights, (2) all rights of an Debtor to

receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause

(A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party which shall then have the sole right to receive

and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments which are

received by a Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured Party,

shall be segregated from other property or funds of such Debtor, and shall be forthwith paid over to the Secured Party as Collateral in

the exact form received, to be held by the Secured Party as Collateral and as further collateral security for the Secured Obligations.

(b) Rights

and Remedies Cumulative. The rights and remedies of the Secured Party under this Agreement and any other agreements and documents

delivered or executed in connection with the Obligations shall be cumulative. The Secured Party shall also have all other rights and remedies

not inconsistent herewith as are provided under applicable law, or in equity. No exercise by the Secured Party of any one right or remedy

shall be deemed an election.

9. Additional

Waivers. The Secured Party shall not in any way or manner be liable or responsible for (i) the safekeeping of the Collateral,

(ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof

or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency or other person whomsoever, except to the extent that

such loss, damage, liability, cost or expense has resulted from the gross negligence or willful misconduct of the Secured Party or its

affiliates. If the Secured Party at any time has possession of any Collateral, whether before or after an Event of Default, the Secured

Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Secured Party takes such

action for that purpose as Debtor shall request or as the Secured Party, in its reasonable discretion, shall deem appropriate under the

circumstances, but failure to honor any request by Debtor shall not of itself be deemed to be a failure to exercise reasonable care. The

Secured Party shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to

protect, preserve, or maintain any security interest given to secure the Obligations.

10. Notices.

All notices or demands by any party relating to this Agreement or any of the Transaction Documents shall be as provided in the Notices

provisions of the Securities Purchase Agreement, which provisions are incorporated by reference.

11. Choice

of Law; Consent to Jurisdiction; Dispute Resolution. The validity of this Agreement, its construction, interpretation and enforcement,

and the rights of the parties hereunder and concerning the Collateral, shall be determined under, governed by, and construed in accordance

with the laws of the state of Delaware as applied to contracts made and to be fully performed in such state, without regard to the conflicts

of laws provisions thereof, except to the extent that the validity, perfection or enforcement of a security interest hereunder in respect

of any Collateral is governed by the laws of some other jurisdiction, in which case such laws shall govern. Notwithstanding anything to

the contrary contained herein, the parties expressly acknowledge and agree that the Governing Law; Dispute Resolution; Remedies provisions

of the Securities Purchase Agreement govern exclusively any dispute, claim or controversy arising out of or relating to this Agreement

or any of the Transaction Documents, including without limitation arbitration, forum selection, jurisdiction, service of process, waiver

of jury trial, remedies, and the availability of equitable relief, and such provisions are hereby incorporated by reference as if set

forth herein in their entirety.

12. General

Provisions.

(a) Effectiveness.

This Agreement shall be binding and deemed effective against Debtor when executed by Debtor and the Secured Party.

(b) Successors

and Assigns. This Agreement shall bind and inure to the benefit of the successors and permitted endorsees, transferees and assigns

of the Secured Party. Debtor shall not assign this Agreement or any rights or obligations hereunder without the prior written consent

of the Secured Party, and any such assignment shall be absolutely void.

Headings. Section headings are for convenience only.

(d) Interpretation.

No uncertainty or ambiguity herein shall be construed or resolved against the Secured Party or Debtor, whether under any rule of construction

or otherwise. This Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish

the purposes and intentions of the parties.

(e) Severability

of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of

determining the legal enforceability of any specific provision.

(f) Entire

Agreement; Amendments. This Agreement and the agreements and documents referenced herein contain the entire understanding of the parties

with respect to the subject matter covered herein and supersede all prior agreements, negotiations and understandings, written or oral,

with respect to such subject matter. No provision of this Agreement shall be waived or amended other than by an instrument in writing

signed by Debtor and the Secured Party.

(g) Good

Faith. The parties intend and agree that their respective rights, duties, powers, liabilities and obligations shall be performed,

carried out, discharged and exercised reasonably and in good faith.

(h) Waiver

and Consent. No delay or omission on the part of the Secured Party in exercising any right shall operate as a waiver of such right

or any other right. A waiver by the Secured Party of a provision of this Agreement or any other agreement between or among the parties

shall not prejudice or constitute a waiver of the Secured Party’s right otherwise to demand strict compliance with that provision

or any other provision of this Agreement. No prior waiver by the Secured Party, nor any course of dealing between the Secured Party and

Debtor, shall constitute a waiver of any of the Secured Party’s rights or of any of Debtor’s obligations as to any future

transactions. Whenever the consent of the Secured Party is required under this Agreement, the granting of such consent by the Secured

Party in any instance shall not constitute continuing consent to subsequent instances where such consent is required, and in all cases

such consent may be granted or withheld in the reasonable discretion of the Secured Party.

(i) Counterparts.

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original,

and all of which, when taken together, shall constitute but one and the same agreement.

(j) Termination.

Upon full satisfaction or other termination of the Obligations (i) the Secured Party shall reasonably promptly release and return to Debtor

all of the Collateral then in its possession and any and all certificates and other documentation then in its possession representing

or relating to the Collateral and (ii) the security interests provided for under this Agreement shall be terminated and of no further

force and effect. At Debtor’s expense, the Secured Party shall take all actions reasonably requested by Debtor in connection with

the foregoing, including filing or authorizing the filing of customary UCC termination statements and other lien releases.

(k) Consent

of Debtor as Issuers of Pledged Equity. Debtor/issuer of Pledged Equity party to this Agreement hereby acknowledges, consents and

agrees to the grant of the security interests in such Pledged Equity pursuant to this Agreement, together with all rights accompanying

such security interest as provided by this Agreement and applicable law, notwithstanding any anti-assignment provisions in any operating

agreement, limited partnership agreement or similar organizational or governance documents of such issuer.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto

have caused this Agreement to be duly executed by their respective authorized persons on the date first written above.

DEBTOR:

OS Therapies Incorporated

By:

/s/ Paul Romness

Name:

Paul Romness

Title:

Chief Executive Officer

OS Animal Health Inc.

By:

/s/ Paul Romness

Name:

Paul Romness

Title:

Authorized Signatory

OS Therapies UK LTD

By:

/s/ Paul Romness

Name:

Paul Romness

Title:

Authorized Signatory

SECURED PARTY:

Leonite Fund I, LP,

By its Manager, Leonite Advisors, LLC

By:

/s/ Avi Geller

Name:

Avi Geller

Title:

Manager

EXHIBIT A

COLLATERAL

All of the right, title and

interest of Debtor in and to the following property, wherever located and whether now owned by Debtor or hereafter acquired by Debtor,

excluding in all cases all Excluded Intellectual Property Assets:

1. All

accounts, chattel paper, contracts, contract rights, accounts receivable, tax refunds, tax credits, Notes receivable, Pledged Equity,

documents, choses in action and general intangibles, including, but not limited to, proceeds of inventory and returned goods and proceeds

from the sale of goods and services, and all rights, liens, securities, guaranties, remedies and privileges related thereto, including

the right of stoppage in transit and rights and property of any kind forming the subject matter of any of the foregoing;

2. All

certificates of deposit and all time, savings, demand, or other deposit accounts in the name of Debtor or in which Debtor has any right,

title or interest, including but not limited to all sums now or at any time hereafter on deposit, and any renewals, extensions or replacements

of and all other property which may from time to time be acquired directly or indirectly using the proceeds of any of the foregoing;

3. All

inventory and equipment of every type or description wherever located, including, but not limited to all raw materials, parts, containers,

work in process, finished goods, goods in transit, wares, merchandise, furniture, fixtures, hardware, machinery, tools, parts, supplies,

automobiles, trucks, other intangible property of whatever kind and wherever located associated with the Debtor's business, tools and

goods returned for credit, repossessed, reclaimed or otherwise reacquired by Debtor;

4. All

documents of title and other property from time to time received, receivable or otherwise distributed in respect of, exchange or substitution

for or addition to any of the foregoing including, but not limited to, any documents of title;

5. All

labels, permits and approvals held by Debtor, and all other intangible property of Debtor, in each case solely to the extent that the

foregoing do not constitute Excluded Intellectual Property Assets;

6. All

assets of any type or description that may at any time be assigned or delivered to or come into possession of Debtor for any purpose for

the account of Debtor or as to which Debtor may have any right, title, interest or power, and property in the possession or custody of

or in transit to anyone for the account of Debtor, as well as all proceeds and products thereof and accessions and annexations thereto,

provided, however, that “assets” as referred to in this Section 6, shall expressly exclude any personally identifiable information

or other customer data that the Debtor is prohibited from pledging or assigning under applicable law, data protection regulations, or

contractual obligations.;

7. Debtor’s

tangible and intangible personal property assets, including, but not limited to, all of the following: (i) all accounts, health-care-insurance

receivables, cash and currency, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory,

investment property, Negotiable Collateral, loans receivable, motor vehicles, Pledged Equity, goods, supporting obligations, Debtor’s

Books, and such other assets of Debtor as may hereafter arise or Debtor may hereafter acquire or in which the Secured Party may from time-to-time

obtain a security interest, and (ii) the proceeds of any of the foregoing, including, but not limited to, proceeds of insurance covering

the foregoing or any portion thereof, but excluding proceeds that themselves constitute Excluded Intellectual Property Assets; provided,

however, that notwithstanding anything to the contrary contained in this Agreement, the Collateral does not include any “hazardous

waste” as that term is defined under 42 U.S.C. section 6903(5), as such section may be from time to time amended, or under any regulations

thereunder; and

8. All

proceeds (including but not limited to insurance proceeds), products of, and accessions and annexations of any of the foregoing.

EX-99.1 — PRESS RELEASE ISSUED BY OS THERAPIES INCORPORATED ON JULY 2, 2026

EX-99.1

Filename: ea029686801ex99-1.htm · Sequence: 6

Exhibit 99.1

Therapies Appoints Dr. Craig Eagle to Board of Directors

● Company

secures $10 million line of credit supported by OS Therapies UK tax credits

New

York, NY and Rockville, MD, July 2, 2026 – OS Therapies, Inc. (NYSE American: OSTX) (“OS Therapies” or “the Company”),

the world leader in gene-edited, Listeria-based cancer immunotherapies, today announced that it has appointed Dr. Craig Eagle to the

Company’s Board of Directors. Dr. Eagle currently serves as the Company’s Chief Medical Advisor. The Company also announced

that Karim Galzahr has stepped down from its Board of Directors.

“Having

enjoyed participating in recent U.S., European and U.K. regulatory meetings as we prepare for a late third quarter initiation of the

confirmatory Phase 3 study for OST-HER2 in the prevention or delay of recurrence of fully resected, pulmonary metastatic osteosarcoma,

we have now reached consensus on the vast majority of key items that pave the way for potential early market authorizations in late 2026,”

said Dr. Craig Eagle, Chief Medical Advisor and Board Member of OS Therapies. “The progress made on the sustained OST-HER2 overall

survival benefit compared with historical control at the 2.5-year timepoint, the unique biomarker signature that predicts that overall

survival benefit, as well as critical mass now having been reached in the recruitment into OST-400 all give me confidence as we prepare

for U.S. Food & Drug Administration (FDA) Type B Statistical Methods and, thereafter, Type B Pre-BLA meetings to gain full regulatory

alignment prior to completing the submission of our ongoing Biologics License Application submission under the Accelerated Approval Program.

We are hopeful for decisions on Rolling Review, Regenerative Medicine Advanced Therapy (RMAT) and Breakthrough Therapy designations following

the Type B Statistical Methods Meeting.”

Dr.

Eagle most recently served as Guardant Health’s Chief Medical Officer. Prior to joining Guardant Health, Dr. Eagle served as Vice President

of Medical Affairs Oncology for Genentech, where he oversaw the medical programs across the oncology portfolio and developed innovative

cancer trials and strategies in personalized health care. Prior to Genentech, Dr. Eagle held several leadership roles at Pfizer, including

oncology business lead for the United Kingdom and Canada, global lead for Oncology Strategic Alliances and Partnerships, and global head

of the Oncology Therapeutic Area Global Medical and Outcomes Group, where he oversaw the U.S. oncology business. Dr. Eagle attended medical

school at the University of New South Wales in Sydney, Australia and received his general internist training at Royal North Shore Hospital

in Sydney.

“We

are thrilled to have Dr. Eagle join our Board of Directors as we look to transition from a development-stage company into a commercial

healthcare organization over the next year,” said Paul Romness, MPH, Chairman & CEO of OS Therapies.”

Concurrent

with this announcement, the Company announced that it entered into a $10 million line of credit (LOC) supported by the Company’s

wholly-owned subsidiary OS Therapies U.K. tax credits. The Company received an initial draw of $1.6 million that primarily supported

the second phase OST-HER2 commercial manufacturing following the receipt of global regulatory alignment on the commercial manufacturing

pathway for OST-HER2. OS Therapies UK currently has accumulated approximately $5.86 million in pending tax credit refunds and expects

to have accumulated a total of $10.2 million through year-end 2026. The Company did not provide security interest in its intellectual

property as part of the LOC agreements.

“With

a reliable way to monetize the significant R&D investments we made in the fourth quarter of 2025 and the first quarter in the U.K.

subsidiary, combined with significantly reduced expenses projected for the third quarter, the Company reiterates that it expects to have

sufficient cash and cash resources to provide runway into 2027,” said Chris Acevedo, CPA, Chief Financial Officer of OS Therapies.

OST-HER2

has received Orphan Drug Designation (ODD), Fast Track Designation (FTD) and Rare Pediatric Disease Designation (RPDD) from the FDA,

and ODD, FTD and ATMP from the EMA. Under the RPDD program, if the Company receives a BLA in the United States, it will become eligible

to receive a Priority Review Voucher (PRV) that it intends to sell. The Company is seeking to obtain a BLA under the Accelerated Approval

Program for OST-HER2 in osteosarcoma by year-end 2026 in the U.S., in addition to conditional Marketing Authorisation Applications in

Europe, the U.K. and Australia.

About

OS Therapies

Therapies is a clinical stage oncology company focused on the identification, development, and commercialization of treatments for Osteosarcoma

(OS) and other solid tumors. The Company is the world leader in gene-edited, Listeria-based cancer immunotherapies. OST-HER2, the Company’s

lead asset, is an immunotherapy leveraging the immune-stimulatory effects of Listeria bacteria to initiate a strong immune response targeting

the HER2 protein. OST-HER2 is designed to target two mutated extracellular epitopes and one mutated intracellular epitope of the HER2

oncogene, requiring only one of these three epitopes to be present in a tumor (or micro-metastasis) to trigger the desired immune response.

OST-HER2 has received Orphan Drug Designation (ODD), Fast Track Designation (FTD) and Rare Pediatric Disease Designation (RPDD) from

the U.S. Food & Drug Administration and has received ODD, FTD and ATMP from the European Medicines Agency.

The

Company reported positive data in its Phase 2b clinical trial of OST-HER2 in recurrent, fully resected, lung metastatic osteosarcoma,

demonstrating clinically significant benefit in the 12-month event free survival (EFS) primary endpoint of the study and the overall

survival (OS) secondary endpoint. The Company is seeking a Biologics License Application (BLA) from the U.S. FDA for OST-HER2 in osteosarcoma

in 2026 and, if approved, would become eligible to receive a Priority Review Voucher that it could then sell. The Company also anticipates

receiving Conditional Marketing Authorisation Applications from the U.K.’s Medicines and Healthcare products Regulatory Agency

and the EMA for OST-HER2 in 2026. OST-HER2 has completed a Phase 1 clinical study primarily in breast cancer patients, in addition to

showing preclinical efficacy data in various models of breast cancer. OST-HER2 has been conditionally approved by the U.S. Department

of Agriculture for the treatment of canines with osteosarcoma. The Company has also completed dosing in a Phase 1 study of OST-504 for

castration-resistant prostate cancer.

addition, OS Therapies is advancing its next-generation Antibody Drug Conjugate (ADC) and Drug Conjugates (DC), known as tunable ADC

(tADC), which features tunable, tailored antibody-linker-payload candidates. This platform leverages the Company’s proprietary

silicone Si-Linker and Conditionally Active Payload (CAP) technology, enabling the delivery of multiple payloads per linker. For more

information, please visit www.ostherapies.com.

Forward-Looking

Statements

in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not

historical facts, may constitute forward-looking statements within the meaning of the federal securities laws. These forward-looking

statements and terms such as “anticipate,” “expect,” “intend,” “may,” “will,” “should”

or other comparable terms involve risks and uncertainties because they relate to events and depend on circumstances that will occur in

the future. Those statements include statements regarding the intent, belief or current expectations of OS Therapies and members of its

management, as well as the assumptions on which such statements are based. OS Therapies cautions readers that forward-looking statements

are based on management’s expectations and assumptions as of the date of this press release and are subject to certain risks and

uncertainties that could cause actual results to differ materially, including, but not limited to the potential approval of OST-HER2

by the U.S. FDA and other risks and uncertainties described in “Risk Factors” in the Company’s most recent Annual Report

on Form 10-K and other subsequent documents the Company files with the Securities and Exchange Commission. Any forward-looking statements

contained in this press release speak only as of the date hereof, and, except as required by the federal securities laws, OS Therapies

specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events

or otherwise.

Therapies Contact Information:

Investor Relations

Harrison

Seidner, PhD

WaterSeid

Partners

OSTX@waterseid.com

Public

Relations

Stephanie

Chen

Elev8

New Media

media@ostherapies.com

https://x.com/OSTherapies

https://www.instagram.com/ostherapies/

https://www.facebook.com/OSTherapies/

https://www.linkedin.com/company/os-therapies/

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