Form 8-K

8-K — SmartKem, Inc.

Accession: 0001104659-26-037405

Filed: 2026-03-31

Period: 2026-03-30

CIK: 0001817760

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2610643d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2610643d1_ex3-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2610643d1_ex4-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2610643d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2610643d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2610643d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2610643d1_ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2610643d1_8k.htm · Sequence: 1

false

--12-31

0001817760

2026-03-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

March 30, 2026

SmartKem, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-42115

85-1083654

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Manchester

Technology Center, Hexagon Tower

Delaunays

Road, Blackley

Manchester,

M9 8GQ U.K.

(Address of principal executive offices, including

zip code)

011-44-161-721-1514

(Registrant’s telephone number, including

area code)

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:

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 exchange on which registered

Common

Stock, par value $0.0001 per share

SMTK

The Nasdaq Stock

Market LLC

Indicate by check mark whether the registrant

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

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

Emerging

growth company x

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Series A Preferred

Stock Offering

March 30, 2026, SmartKem, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Preferred Stock

Purchase Agreement") with certain institutional investors (collectively, the "Buyers"), including certain March Noteholders

(as defined below) pursuant to which the Company agreed to issue and sell to the Buyers in a private placement (the “Private Placement”),

at an initial closing, (i) 11,411.5 shares of the Company's newly designated Series A Convertible Preferred Stock, par value

$0.0001 per share (the "Series A Preferred Stock"), with a stated value of $1,000 per share, convertible into shares of

the Company's common stock, par value $0.0001 per share (the "Common Stock"), at an initial conversion price of $0.5812 per

share, subject to adjustment as set forth in the Certificate of Designations (as defined below), and (ii) warrants to purchase up

to 23,251,960 shares of Common Stock (the "Warrants"). The purchase price under the Preferred Stock Purchase Agreement may be

satisfied in cash or by exchange of Notes (defined below).

previously reported in a Current Report on Form 8-K filed by the Company, on March 18, 2026, entered

into a Securities Purchase Agreement (the "March Note Purchase Agreement") with certain accredited investors (the “March Noteholders”),

pursuant to which the Company agreed to issue and sell to the March Note Holders senior secured promissory notes (the "Notes")

in the aggregate original principal amount of $3,750,000 for an aggregate purchase price of $2,625,000, reflecting an original issue discount

of approximately 30%. Pursuant to the Notes, each March Noteholder may elect to exchange all or any portion of the then outstanding

principal amount of its Note into the securities being issued in such subsequent placement, with the aggregate amount of such securities

valued at 120% of the exchanged principal amount.

Each

Warrant is exercisable for shares of Common Stock at an initial exercise price of $0.5812 per share, subject to adjustment, and is exercisable

at any time after the six-month anniversary of the issuance date and until the third anniversary thereof. The Warrants provide for cashless

exercise in the event a registration statement covering the resale of the shares of Common Stock issuable upon exercise of the Warrants

is not effective. The exercise of the Warrants is subject to a beneficial ownership limitation of 4.99% of the outstanding shares of Common

Stock (adjustable to 9.99% upon 61 days' prior written notice by the holder). The exercise price of the Warrants is subject to customary

adjustments for stock dividends, stock splits and similar transactions, as well as full ratchet anti-dilution protection upon the issuance

of shares of Common Stock or Common Stock equivalents (other than certain excluded securities) at a price per share below the then-effective

exercise price. The exercise price is also subject to adjustment upon certain stock combination events and, following the date the Preferred

Stock Stockholder Approval (as defined below) is obtained, is subject to periodic adjustment to the market price of the Common Stock for

a period of 180 calendar days. Prior to the date the Preferred Stock Stockholder Approval is obtained, no adjustment may reduce the exercise

price below $0.5812.

The

Preferred Stock Purchase Agreement also provides the Buyers with the right, subject to the satisfaction of certain conditions, to require

the Company to participate in one or more additional closings for the purchase of up to an aggregate of 10,000 additional shares of Series A

Preferred Stock and Warrants within 12 months of the initial closing date. In connection with the Preferred Stock Purchase Agreement,

each holder of a Note provided a limited waiver of any term or condition of the transaction documents entered into in connection with

the March Note Purchase Agreement that would otherwise restrict or prohibit the execution and delivery of the Preferred Stock Purchase

Agreement and the other transaction documents entered into in connection therewith and the issuance of the securities thereunder, solely

with respect to the transactions contemplated by the Preferred Stock Purchase Agreement.

The

Preferred Stock Purchase Agreement contains customary representations and warranties of the Company and the Buyers customary for similar

transactions. The representations, warranties and covenants contained in the Preferred Stock Purchase Agreement were made solely for the

benefit of the parties to the Preferred Stock Purchase Agreement and may be subject to limitations agreed upon by the contracting parties.

Accordingly, the Preferred Stock Purchase Agreement is incorporated herein by reference only to provide investors with information regarding

the terms thereof 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 periodic reports and other filings with the SEC.

addition, the Preferred Stock Purchase Agreement prohibits the Company from issuing any shares of Series A Preferred Stock (other

than to the Buyers) without the prior written consent of the Required Holders (as defined under the Preferred Stock Purchase Agreement).

During the period commencing on the date of the Preferred Stock Purchase Agreement and ending on the date immediately following the 90th

trading day after the earlier of (x) the effectiveness of the initial registration statement required by the Preferred Stock Registration

Rights Agreement and (y) the date all registrable securities are eligible for resale under Rule 144, the Company and its subsidiaries

are prohibited from directly or indirectly issuing, offering, selling or otherwise disposing of any equity or equity-linked securities,

subject to certain exceptions for employee equity awards, conversions of existing securities and shares issuable under the ELOC Purchase

Agreement (as defined below). Furthermore, the Company and its subsidiaries are prohibited from effecting any variable rate transaction

(other than in connection with the ELOC Purchase Agreement) until the later of (x) the expiration of the additional closing period

and (y) the date no shares of Series A Preferred Stock remain outstanding. The Company is also prohibited from granting, issuing

or selling shares of Common Stock or Common Stock equivalents (other than certain excluded securities) at a price per share less than

the then-effective conversion price of the Series A Preferred Stock during the period commencing on the initial closing date and

ending on the third anniversary of the initial closing date.

The

Company is required to seek stockholder approval (the "Preferred Stock Stockholder Approval"), either by (x) obtaining

the written consent of the requisite stockholders and filing an information statement with the SEC no later than 45 calendar days after

the initial closing date, or (y) holding a special or annual meeting of stockholders no later than the 60th calendar day after the

initial closing date, for (i) an increase in the Company's authorized shares of Common Stock from 300,000,000 to 5,000,000,000, (ii) the

removal of the restriction on stockholder action by written consent, (iii) the issuance of all securities under the Preferred Stock

Purchase Agreement in compliance with the rules and regulations of The Nasdaq Stock Market LLC, (iv) a reverse stock split of

the Common Stock in such ratio as determined by the Board of Directors, and (v) an increase in the number of shares issuable under

the Company's 2021 Equity Incentive Plan. Moreover, until the later of (x) the expiration of the additional closing period and (y) the

date no shares of Series A Preferred Stock remain outstanding, the Company is prohibited from (a) directly or indirectly redeeming,

or declaring or paying any cash dividend or distribution on, any securities of the Company without the prior written consent of the Buyers

(other than as required by the Certificate of Designations) and (b) effecting any stock combination, reverse stock split or similar

transaction without the prior written consent of the Required Holders (except as necessary to maintain the listing of the Common Stock

on The Nasdaq Stock Market LLC). The Company is also required to retain a consultant, recommended by the Required Holders and reasonably

acceptable to the Company, to provide advice on strategic acquisitions and new business development and related consulting services within

30 days of the initial closing date, for compensation not to exceed $240,000.

connection with the Preferred Stock Purchase Agreement, on March 30, 2026, the Company entered into a Registration Rights Agreement

(the "Preferred Stock Registration Rights Agreement") with the Buyers, pursuant to which the Company agreed to file a registration

statement with the Securities and Exchange Commission (the "SEC") registering the resale of the shares of Common Stock issuable

upon conversion of the Series A Preferred Stock and exercise of the no later than the tenth day following the Company's filing of its annual report on Form 10-K for the year ended December 31, 2025, and to use its reasonable best efforts to cause such registration statement to be declared effective by the SEC no later than 60

calendar days after the initial closing date (or 120 calendar days if subject to a full review by the SEC). The Preferred Stock Registration

Rights Agreement provides for the payment of certain cash penalties to the Buyers in the event the Company fails to satisfy its registration

obligations thereunder.

The

closing of the Private Placement is expected to take place on our about March 31, 2026, subject to the satisfaction of customary

closing conditions. The gross proceeds of the Private Placement are expected to be $9,129,200, prior to the deduction of any fees and

expenses. The gross proceeds of the Private Placement include the exchange of an aggregate of $3,750,000 which were valued at a premium

of 120% or an aggregate of $4,500,000 in accordance with the terms of the Notes. The Company expects to use the net proceeds from the

Private Placement for working capital and general corporate purposes.

The

foregoing descriptions of the Preferred Stock Purchase Agreement, the Warrants, and the Preferred Stock Registration Rights Agreement

are not complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits

10.1, 4.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Equity Line of Credit

On March 30, 2026, the Company entered into a Common Stock Purchase

Agreement (the "ELOC Purchase Agreement") with an equity line investor (the “Investor”), pursuant to which the Company

has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to the lesser of (a) $500,000,000

and (b) 19.99% of the Company's outstanding shares of Common Stock as of the date of the ELOC Purchase Agreement, which number of shares

shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or

series of transactions that may be aggregated with the transactions contemplated by the ELOC Purchase Agreement under applicable rules

of the Trading Market (as defined under the ELOC Purchase Agreement), (unless stockholder approval is obtained or applicable sales qualify

as "at market" under applicable rules of The Nasdaq Stock Market LLC), from time to time during the period commencing on the

effective date of a registration statement registering the resale of shares issuable under the ELOC Purchase Agreement and ending upon

termination of the ELOC Purchase Agreement. Sales of Common Stock to the Investor under the ELOC Purchase Agreement, if any, will be made

by the Company at its sole discretion from time to time by delivering purchase notices to the Investor (each, a "VWAP Purchase").

The purchase price per share for each VWAP Purchase will be equal to 90% of the lesser of (i) the lowest sale price of the Common Stock

on the applicable purchase date and (ii) the volume weighted average price of the Common Stock during the applicable purchase period.

The Investor's aggregate committed obligation under any single VWAP Purchase shall not exceed $5,000,000. The ELOC Purchase Agreement

prohibits the Company from issuing shares to the Investor to the extent such shares, when aggregated with all other shares of Common Stock

then beneficially owned by the Investor and its affiliates, would cause the Investor's beneficial ownership to exceed 4.99% of the outstanding

shares of Common Stock.

The

ELOC Purchase Agreement requires stockholder approval (the "ELOC Stockholder Approval") to the approve the issuance of shares

of Common Stock to the Investor in excess of 4,220,772 shares (representing 19.99% of the shares of Common Stock outstanding as of the

date of the ELOC Purchase Agreement) in accordance with Nasdaq Listing Rule 5635(d). The Company expects to seek the ELOC Stockholder

Approval concurrently with the Preferred Stock Stockholder Approval. Within two business days following the increase in authorized shares

of Common Stock contemplated by the Preferred Stock Stockholder Approval, the Company is required to confirm that an aggregate of 1,000,000,000

shares of Common Stock have been reserved for issuance under the ELOC Purchase Agreement.

consideration for the Investor's irrevocable commitment to purchase shares of Common Stock under the ELOC Purchase Agreement, the Company

agreed to issue to the Investor 10,000 shares of Series A Preferred Stock (the "Commitment Shares"). Pursuant to the ELOC

Purchase Agreement, the Company has agreed to use 25% of the gross proceeds from any sale of shares of Common Stock under the ELOC Purchase

Agreement towards the redemption of the Company's Series A Preferred Stock pursuant to the Company's optional redemption provisions

thereof, including any stated premiums thereon.

connection with the ELOC Purchase Agreement, on March 30, 2026, the Company entered into a Registration Rights Agreement (the "ELOC

Registration Rights Agreement") with the Investor, pursuant to which the Company agreed to file a registration statement with the

SEC registering the resale of the shares of Common Stock issuable under the ELOC Purchase Agreement no later than the tenth day following

the Company's filing of its annual report on Form 10-K for the year ended December 31, 2025, and to use its commercially reasonable

efforts to cause such registration statement to be declared effective by the SEC no later than the 60th calendar day following the filing

thereof (or, if not reviewed by the SEC, the third business day following notification that such registration statement will not be reviewed).

The

foregoing descriptions of the ELOC Purchase Agreement and the ELOC Registration Rights Agreement are not complete and are qualified in

their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.3 and 10.4, respectively, to

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

Item 3.02 Unregistered

Sales of Equity Securities.

The

information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Series A

Preferred Stock, the Warrants and the Commitment Shares were offered and sold in transactions exempt from registration under the Securities

Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder.

Item 5.03 Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

March 30, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing

the terms of the Series A Preferred Stock. The Certificate of Designations became effective upon filing. The authorized number of

shares of Series A Preferred Stock is 31,412 shares, each with a par value of $0.0001 per share and a stated value of $1,000 per

share. Each share of Series A Preferred Stock is convertible at any time at the option of the holder into shares of Common Stock

at a conversion rate determined by dividing the conversion amount by the conversion price of $0.5812 per share, with alternate conversion

options available following stockholder approval (at 90% of the lowest VWAP during the five preceding trading days) or upon a triggering

event (at 80% of such VWAP, with the conversion amount subject to a required premium of 125%), in each case subject to a 4.99% beneficial

ownership limitation (adjustable to 9.99% upon 61 days' prior written notice). Dividends are payable when and as declared by the Board

of Directors in its sole discretion, in cash, securities or other assets, on the stated value of each share, provided that upon the occurrence

and continuance of a triggering event, default dividends accrue at a rate of 15.0% per annum.

The

Series A Preferred Stock ranks senior to the Common Stock and all other junior capital stock with respect to dividends, distributions

and payments upon the liquidation, dissolution and winding up of the Company. Upon a liquidation event, holders of Series A Preferred

Stock are entitled to receive, before any payment to holders of junior stock, an amount per share equal to the sum of (i) the Black-Scholes

value of the outstanding portion of all Warrants held by such holder and (ii) the greater of (A) 125% of the applicable conversion

amount and (B) the amount per share such holder would receive upon conversion immediately prior to such event; holders of Series A

Preferred Stock have no voting power except as required by the Delaware General Corporation Law or as set forth in the Certificate of

Designations with respect to certain protective matters requiring the consent of the Required Holders.

The

foregoing description of the Certificate of Designations is not complete and is qualified in its entirety to the full text of such document,

a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events

As previously disclosed, August 15, 2025, the Company was notified by the Listing Qualifications Staff

of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company’s securities were subject to delisting based upon the Company’s

non-compliance with the $2.5 million stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b) (the “Rule”).

The Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to address the deficiency, which request stayed

any delisting action pending the issuance of the Panel’s decision following the hearing.

As a result of the Private Placement, the

Company believes it has stockholders’ equity of at least $2.5 million as of the date of this Current Report on Form 8-K. The Company

awaits Nasdaq’s formal confirmation that it has regained compliance with the Rule and will provide a further update when appropriate.

Furthermore, Nasdaq will continue to monitor the Company’s ongoing compliance with the Rule and, if the Company’s next periodic

report does not evidence compliance with the Rule, the Company may again be subject to delisting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of SmartKem, Inc., filed with the Secretary of State of the State of Delaware on March 30, 2026

4.1

Form of Warrant

10.1

Form of Preferred Stock Purchase Agreement

10.2

Form of Preferred Stock Registration Rights Agreement

10.3

Common Stock Purchase Agreement, dated March 27, 2026, by and between SmartKem, Inc. and the investor signatory thereto

10.4

Registration Rights Agreement, dated March 27, 2026, by and between SmartKem, Inc. and the investor signatory thereto

104

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

Signature

Pursuant to the requirements of the Securities

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

SMARTKEM, INC.

Dated: March 31, 2026

By:

/s/ Barbra

C. Keck

Barbra C. Keck

Chief Financial Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2610643d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES

SERIES A CONVERTIBLE PREFERRED STOCK OF

SMARTKEM, INC.

I, Barbra Keck, hereby certify

that I am the Chief Financial Officer of SMARTKEM, Inc., (the “Company”), a corporation organized and existing

under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify:

That pursuant to the authority

expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Certificate of

Incorporation, as amended (the “Certificate of Incorporation”), and Section 151(g) of the DGCL, the Board

on March 27, 2026 adopted the following resolution determining it desirable and in the best interests of the Company and its stockholders

for the Company to create a series of thirty-one thousand four hundred twelve (31,412) shares of preferred stock designated as “Series A

Convertible Preferred Stock”, none of which shares have been issued, to be issued pursuant to the Securities Purchase Agreement

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

RESOLVED, that pursuant to

the authority vested in the Board, in accordance with the provisions of the Certificate of Incorporation, a series of preferred stock,

par value $0.0001 per share, of the Company be and hereby is created pursuant to this certificate of designations (this “Certificate

of Designations”), and that the designation and number of shares established pursuant hereto and the voting and other powers,

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

restrictions thereof are as follows:

TERMS OF SERIES A CONVERTIBLE PREFERRED STOCK

1.            Designation

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

Convertible Preferred Stock” (the “Series A Convertible Preferred Stock”). The authorized number of shares

of Series A Convertible Preferred Stock (the “Preferred Shares”) shall be thirty-one thousand four hundred twelve

(31,412) shares. Each Preferred Share shall have a par value of $0.0001 per share. Capitalized terms not defined herein shall have the

meaning as set forth in Section 32 below.

2.            Ranking.

Except to the extent that the Required Holders (as defined in the Securities Purchase Agreement) expressly consent to the creation of

Parity Stock (as defined below) or Senior Preferred Stock (as defined below) in accordance with Section 16, all shares of capital

stock of the Company shall be junior in rank to all Preferred Shares with respect to the preferences as to dividends, distributions and

payments upon the liquidation, dissolution and winding up of the Company (such junior stock is referred to herein collectively as “Junior

Stock”). For the avoidance of doubt, the Preferred Shares will, with respect to dividend rights and rights on liquidation, winding-up

and dissolution, rank (A) junior to the Senior Preferred Stock, (B) on parity with the Parity Stock and (C) senior to the

Junior Stock. The rights of all such shares of capital stock of the Company shall be subject to the rights, powers, preferences and privileges

of the Preferred Shares. Without limiting any other provision of this Certificate of Designations, without the prior express consent of

the Required Holders, voting separately as a single class, the Company shall not hereafter authorize or issue any additional or other

shares of capital stock that is (i) of senior rank to the Preferred Shares in respect of the preferences as to dividends, distributions

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

(ii) of pari passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the

liquidation, dissolution and winding up of the Company (collectively, the “Parity Stock”) or (iii) any Junior

Stock having a maturity date or any other date requiring redemption or repayment of such shares of Junior Stock that is prior to the second

anniversary of the Initial Issuance Date (as defined below). In the event of the merger or consolidation of the Company with or into another

corporation, the Preferred Shares shall maintain their relative rights, powers, designations, privileges and preferences provided for

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

3.            Dividends.

(a)          In

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

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

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

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

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

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

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

(b)          Notwithstanding

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

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

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

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

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

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

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

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

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

4.            Conversion.

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

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

(a)          Holder’s

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

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

and non-assessable Conversion Shares in accordance with Section 4(c) at the Conversion Rate (as defined below). The Company

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

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

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

of the Company’s transfer agent (the “Transfer Agent”)) that may be payable with respect to the issuance and

delivery of Common Stock upon conversion of any Preferred Shares.

(b)          Conversion

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

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

Price (as defined below) (the “Conversion Rate”).

(i)            For

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

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

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

or any other Transaction Document.

(ii)            For

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

as of any Conversion Date or other date of determination, $0.5812, subject to adjustment as provided herein.

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

(i)            Optional

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

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

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

(the “Conversion Notice”) to the Company. If required by Section 4(c)(ii), within two (2) Trading Days following

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

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

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

as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion

Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of

Common Stock may then be resold pursuant to Rule 144 (as defined in the Securities Purchase Agreement) or an effective and available

registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder

and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in

accordance with the terms set forth herein. On or before the first (1st) Trading Day following each date on which the Company

has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation

for the settlement of a trade initiated on the applicable Conversion Date of such Conversion Shares issuable pursuant to such Conversion

Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating

in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”)

and such shares of Common Stock are eligible for resale by such Holder pursuant to Rule 144 or pursuant to an effective Registration

Statement (the “Unrestricted Resale Conditions”), credit such aggregate number of Conversion Shares to which such Holder

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

at Custodian system, or (2) if the Transfer Agent is not participating in FAST or the Unrestricted Resale Conditions are not satisfied,

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

a certificate, registered in the name of such Holder or its designee, for the number of Conversion Shares to which such Holder shall be

entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to

Section 4(c)(iii) is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable

and in no event later than one (1) Trading Day after receipt of the Preferred Share Certificate(s) and at its own expense, issue

and deliver to such Holder (or its designee) by overnight courier service a new Preferred Share Certificate or a new Book-Entry (in either

case, in accordance with Section 18(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled

to receive the Conversion Shares issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder

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

of any such Conversion Shares during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery

Deadline (each, a “Conversion Period”), as necessary, such that the aggregate voting rights of any shares of Common

Stock (including such Conversion Shares) beneficially owned by such Person and/or any of its Attribution Parties, collectively, on any

such date of determination shall not exceed the Maximum Percentage (as defined below) as a result of any such conversion of such applicable

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

of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant to such Conversion Notice, the

Share Delivery Deadline with respect to any such Conversion Notice shall be the later of (x) the date of issuance of such Preferred

Shares and (y) the first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained

in this Certificate of Designations or the Registration Rights Agreement, after the effective date of a Registration Statement (as defined

in the Registration Rights Agreement) and prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration

Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to such Holder (or its designee)

in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which such Holder

has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement

to the extent applicable, and for which such Holder has not yet settled.

(ii)           Company’s

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

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

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

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

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

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

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

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

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

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

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

its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred

to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”),

and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of

Common Stock corresponding to all or any portion of the number of Conversion Shares issuable upon such conversion that such Holder is

entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure or Notice Failure,

as applicable (a “Buy-In”), then, in addition to all other remedies available to such Holder, the Company shall, within

two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I) pay cash

to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions, stock loan costs and other

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

or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver

such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such Holder’s designee,

as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder

(as the case may be) (and to issue such Conversion Shares) shall terminate, or (II) promptly honor its obligation to so issue and

deliver to such Holder a certificate or certificates representing such Conversion Shares or credit the balance account of such Holder

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

Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to the excess (if any) of the

Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of

the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date

of such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). In addition to the foregoing,

if on or prior to the Share Delivery Deadline either (A) the Transfer Agent is not participating in FAST or the Unrestricted Resale

Conditions are not satisfied, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register

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

Resale Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee,

as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder

or pursuant to the Company’s obligation pursuant to clause (ii) below or (B) a Notice Failure occurs, then, in addition

to all other remedies available to such Holder, (X) the Company shall pay in cash to such Holder on each day after the Share Delivery

Deadline that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (A) the sum of

the number of Conversion Shares not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled,

multiplied by (B) any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period

beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (Y) such Holder, upon written

notice to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, all, or any portion,

of such Preferred Shares that has not been converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice

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

this Section 4(c)(ii) or otherwise. Nothing herein shall limit a Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver certificates representing Conversion Shares (or to electronically deliver such Conversion

Shares) upon the conversion of the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary,

with respect to any given Notice Failure and/or Conversion Failure, as applicable, this Section 4(c)(ii) shall not apply to

a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion

Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

(iii)          Registration;

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

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

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

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

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

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

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

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

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

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

shall record the information contained therein in the Register and issue one or more new Registered Preferred Shares in the same aggregate

Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated assignee or transferee pursuant to Section 18,

provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of such Registered Preferred Shares

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

bear the following legend:

ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE

SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A CONVERTIBLE

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

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

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

A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

(iv)          Pro

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

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

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

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

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

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

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

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

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

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

the Company).

(d)          Limitation

on Beneficial Ownership; Principal Market Regulation.

(i)            The

Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert

any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such

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

together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)

of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence,

the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include the number

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

upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares

of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by

such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of

any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants, including

the Preferred Shares and the Warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion

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

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

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

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

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

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

Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other

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

notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported

Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding

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

of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial

ownership, as determined pursuant to this Section 4(d), to exceed the Maximum Percentage, such Holder must notify the Company of

a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written

or oral request of any Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail

to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall

be determined after giving effect to the conversion or exercise of securities of the Company, including such Preferred Shares, by such

Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that

the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution

Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common

Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the

other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)

shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess

Shares. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective

until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other

percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will

not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase

or decrease will apply only to such Holder and the other Attribution Parties and not to any other Holder that is not an Attribution Party

of such Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of

Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including

for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares

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

determination of convertibility. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in

strict conformity with the terms of this Section 4(d) to the extent necessary to correct this paragraph (or any portion of this

paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d) or

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

may not be amended, modified or waived and shall apply to a successor holder of such Preferred Shares.

(ii)           The

Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares (taken together with the issuance of Common

Stock upon the conversion of other Preferred Shares or exercise of Warrants and the Common Stock issued pursuant to the Permitted Equity

Line (as defined in the Securities Purchase Agreement)) would exceed the aggregate number of shares of Common Stock which the Company

may issue without breaching the Company’s obligations under the rules and regulations the listing rules of the Principal

Market (the maximum number of shares of Common Stock which may be issued without violating such rules and regulations, the “Exchange

Cap”), except that such limitation shall not apply in the event that the Company (A) obtains Stockholder Approval (as defined

in the Securities Purchase Agreement) or (B) obtains a written opinion from outside counsel to the Company that such approval is

not required, that opinion shall be reasonably satisfactory to the Holder.. Until such approval or such written opinion is obtained, no

Holder shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Preferred Shares or Warrants or otherwise

pursuant to the terms of the Preferred Shares or the Warrants or the Permitted Equity Line, shares of Common Stock in an amount greater

than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by (ii) the quotient of (1) the aggregate

number of Preferred Shares and Warrants issued to such Holder on the Initial Issuance Date divided by (2) the aggregate number of

shares of Preferred Shares and Warrants outstanding as of the Initial Issuance Date (with respect to each Holder, the “Exchange

Cap Allocation”). In the event that any Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares

or Warrants, the transferee shall be allocated a pro rata portion of such Holder’s Exchange Cap Allocation with respect to such

portion of such Preferred Shares or Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee

with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion or exercise in full of a Holder’s

Preferred Shares and Warrants, the difference (if any) between such Holder’s Exchange Cap Allocation and the number of shares of

Common Stock actually issued to such Holder upon such Holder’s conversion or exercise in full of such Preferred Shares and Warrants

shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Preferred Shares and Warrants on a pro rata

basis in proportion to the shares of Common Stock underlying the Preferred Shares and Warrants of the Company then held by each such Holder,

as applicable.

(e)          Right

of Alternate Conversion.

(i)            General.

(1) Alternate

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

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

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

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

Optional Conversion, the “Alternate Optional Conversion Amount”) at the Alternate Optional Conversion Price.

(2) Alternate

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

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

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

Right Expiration Date”, and each such period, an “Alternate Conversion Right Period”) on the twentieth (20th)

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

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

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

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

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

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

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

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

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

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

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

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

(ii)           Mechanics

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

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

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

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

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

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

Notice delivered pursuant to this Section 4(e)(ii) of this Certificate of Designations that such Holder is electing to use the

Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary in this Section 4(e)(ii) but subject

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

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

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

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

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

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

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

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

5.            Triggering

Events.

(a)          General.

Each of the following events shall constitute a “Triggering Event” and each of the events in clauses 5(a)(ix), 5(a)(x),

and 5(a)(xi), shall constitute a “Bankruptcy Triggering Event”:

(i)            the

failure of the applicable Registration Statement to be filed with the SEC on or prior to the date that is five (5) days after the

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

be declared effective by the SEC on or prior to the date that is five (5) days after the applicable Effectiveness Deadline (as defined

in the Registration Rights Agreement);

(ii)           while

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

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

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

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

lapse or unavailability continues for a period of five (5) consecutive days or for more than an aggregate of ten (10) days in

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

(iii)          the

suspension (or, after the date hereof, threatened suspension) from trading or the failure (or, after the date hereof, threatened failure)

of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;

(iv)          the

Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required

number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or exercise date (as the case

may be) or (B) notice, written or oral, to any holder of Preferred Shares or Warrants, including, without limitation, by way of public

announcement or through any of its agents, at any time, of its intention not to comply, as required, with a request for exercise of any

Warrants for Warrant Shares in accordance with the provisions of the Warrants or a request for conversion of any Preferred Shares into

shares of Common Stock that is requested in accordance with the provisions of this Certificate of Designations, other than pursuant to

Section 4(d) hereof;

(v)           except

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

day that a Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than the sum of (A) 200%

of the number of shares of Common Stock that such Holder would be entitled to receive upon a conversion, in full, of all of the Preferred

Shares then held by such Holder (assuming conversions at the Alternate Conversion Price then in effect without regard to any limitations

on conversion set forth in this Certificate of Designations) and (B) 100% of the number of shares of Common Stock that such Holder

would then be entitled to receive upon exercise in full of such Holder’s Warrants (without regard to any limitations on exercise

set forth in the Warrants);

(vi)          the

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

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

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

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

(vii)         the

Company’s failure to pay to any Holder any amount when and as due under this Certificate of Designations (including, without limitation,

the Company’s failure to pay any redemption payments or amounts hereunder), the Securities Purchase Agreement or any other Transaction

Document or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated

hereby and thereby (in each case, whether or not permitted pursuant to the DGCL), in each such case only if such failure remains uncured

for a period of at least two (2) Trading Days;

(viii)        the

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

(as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries;

(ix)          bankruptcy,

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

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

thirty (30) days of their initiation;

(x)           the

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

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

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

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

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

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

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

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

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

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

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

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

(xi)          the

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

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

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

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

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

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

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

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

and in effect for a period of thirty (30) consecutive days;

(xii)         a

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

its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending

appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered

by insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth above so long

as the Company provides each Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably

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

(as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;

(xiii)        the

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

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

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

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

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

party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance

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

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

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

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

(xiv)        other

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

or warranty in any material respect (other than representations or warranties subject to Material Adverse Effect or materiality, which

may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, except, in the case of a breach

of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of two (2) consecutive

Trading Days;

(xv)         a

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

has occurred;

(xvi)        any

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

of Designations;

(xvii)       [Reserved];

(xviii)      any

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

conditioned or delayed;

(xix)         any

Material Adverse Effect occurs; or

(xx)          any

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

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

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

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

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

(b)          Notice

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

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

“Triggering Event Notice”) to each Holder.

Redemption upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that

is then required or in process, upon any Bankruptcy Triggering Event, the Company shall immediately redeem, in cash, each of the Preferred

Shares then outstanding at a redemption price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed

multiplied by (B) the Required Premium and (ii) the product of (X) the Conversion Rate (calculated using the lowest Alternate

Conversion Price during the period commencing on the 20th Trading Day immediately preceding such public announcement and ending on the

date the Company makes the entire redemption payment pursuant to this Section 5(c)) with respect to the Conversion Amount in effect

immediately following the date of initial public announcement (or public filing of bankruptcy documents, as applicable) of such Bankruptcy

Triggering Event multiplied by (Y) the product of (1) the Required Premium multiplied by (2) the greatest Closing Sale

Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Bankruptcy Triggering

Event and ending on the date the Company makes the entire payment required to be made under this Section 5(c), without the requirement

for any notice or demand or other action by any Holder or any other person or entity, provided that a Holder may, in its sole discretion,

waive such right to receive payment upon a Bankruptcy Triggering Event, in whole or in part, and any such waiver shall not affect any

other rights of such Holder or any other Holder hereunder, including any other rights in respect of such Bankruptcy Triggering Event or

any right to conversion (or Alternate Conversion), as applicable.

6.            Rights

Upon Fundamental Transactions.

(a)          Assumption.

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

of the Company under this Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 6

pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders, including agreements to deliver

to each holder of Preferred Shares in exchange for such Preferred Shares a security of the Successor Entity evidenced by a written instrument

substantially similar in form and substance to this Certificate of Designations, including, without limitation, having a stated value

and dividend rate equal to the stated value and dividend rate of the Preferred Shares held by the Holders and having similar ranking to

the Preferred Shares, and reasonably satisfactory to the Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor

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

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

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

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

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

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

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

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

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

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

Transaction had all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without

regard to any limitations on the conversion of the Preferred Shares contained in this Certificate of Designations), as adjusted in accordance

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

delivery of written notice to the Company to waive this Section 6 to permit the Fundamental Transaction without the assumption of

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

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

(b)          Notice

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

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

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

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

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

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

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

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

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

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

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

to the Change of Control Election Price (as defined below), to be satisfied at the Company’s election (such election to pay in cash

or by delivery of the Rights (as defined below), a “Consideration Election”), in either (I) rights (with a beneficial

ownership limitation in the form of Section 4(d) hereof, mutatis mutandis) (collectively, the “Rights”),

convertible in whole, or in part, at any time, without the requirement to pay any additional consideration, at the option of the Required

Holders, into such Corporate Event Consideration (as defined below) applicable to such Change of Control equal in value to the Change

of Control Election Price (as determined with the fair market value of the aggregate number of Successor Shares (as defined below) issuable

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

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

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

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

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

exercise of the Rights shall be determined based upon a Successor Share Value Increment at 70% of the VWAP of the Successor Shares in

effect for such corresponding Trading Day (such ten (10) Trading Day period commencing on, and including, the date the Rights are

issued, the “Rights Measuring Period”)), or (II) in cash; provided, that the Company shall not consummate a Change

of Control if the Corporate Event Consideration includes capital stock or other equity interest (the “Successor Shares”)

either in an entity that is not listed on an Eligible Market or an entity in which the daily share volume for the applicable Successor

Shares for each of the twenty (20) Trading Days prior to the date of consummation of such Change of Control is less than the aggregate

number of Successor Shares issuable to all Holders upon conversion in full of the applicable Rights (without regard to any limitations

on conversion therein, assuming the exercise in full of the Rights on the date of issuance of the Rights and assuming the VWAP of the

Successor Shares for each Trading Day in the Rights Measuring Period is the VWAP on the Trading Day ended immediately prior to the time

of consummation of the Change of Control). The Company shall give each Holder written notice of each Consideration Election at least twenty

(20) Trading Days prior to the time of consummation of such Change of Control. Payment of such amounts or delivery of the Rights, as applicable,

shall be made by the Company (or at the Company’s direction) to each Holder on the later of (x) the second (2nd) Trading Day

after the date of such request and (y) the date of consummation of such Change of Control (or, with respect to any Right, if applicable,

such later time that holders of shares of Common Stock are initially entitled to receive Corporate Event Consideration with respect to

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

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

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

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

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

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

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

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

in the event the Conversion Date is after the consummation of such Change of Control, stock or equity interests of the Successor Entity

substantially equivalent to the Company’s shares of Common Stock pursuant to Section 6. In the event of the Company’s

repayment or exchange, as applicable, of any of the Preferred Shares under this Section 6(b), such Holder’s damages would be

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

availability of a suitable substitute investment opportunity for a Holder. Accordingly, any Required Premium due under this Section 6(b) is

intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity

and not as a penalty. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time a Holder

is entitled to receive a cash payment under any of the other Transaction Documents, at the option of such Holder delivered in writing

to the Company, the applicable redemption price hereunder shall be increased by the amount of such cash payment owed to such Holder under

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

obligation under such other Transaction Document.

7.            Rights

Upon Issuance of Purchase Rights and Other Corporate Events.

(a)          Purchase

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b)          Other

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Preferred Shares set forth in this Certificate of Designations.

8.            Rights

Upon Issuance of Other Securities.

(a)          [Reserved].

(b)          Adjustment

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

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

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

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

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

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

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

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

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

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

(d)          [Reserved].

(e)          [Reserved].

(f)           Calculations.

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

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

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

(g)          Voluntary

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

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

and for any period of time deemed appropriate by the Board.

(h)          Exchange

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

(other than with respect to Excluded Securities (as defined in the Securities Purchase Agreement)), and a Holder elects in writing to

the Company to participate in such Subsequent Placement, each such Holder may, at the option of such Holder as elected in writing to the

Company, exchange all, or any part, of the Preferred Shares of such Holder into the securities in such Subsequent Placement (with the

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

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

(i)           Conversion

Floor Price. Prior to the Stockholder Approval Date (as defined in the Securities Purchase Agreement), no adjustment pursuant to this

Section 8 shall cause the Conversion Price to be less than $0.5812 (as adjusted for any stock dividend, stock split, stock combination,

reclassification or similar transaction occurring after the date of the Securities Purchase Agreement) (the “Conversion Floor

Price”). Following the Stockholder Approval Date, no adjustment pursuant to this Section 8 shall cause the Conversion Price

to be less than $0.045 (20% of the Closing Sale Price on the Initial Closing Date).

9.            Redemption

at the Company’s Election. At any time and from time to time, the Company shall have the right to redeem all, or any portion,

of the Preferred Shares then outstanding (such amount to be redeemed, a “Company Optional Redemption Amount”) on a

Company Optional Redemption Date (as defined below) (a “Company Optional Redemption”). The Preferred Shares subject

to redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price (the “Company Optional Redemption

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

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

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

commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior

to the date the Company makes the entire payment for the applicable Company Optional Redemption Amount required to be made under this

Section 9. The Company may exercise its right to require redemption under this Section 9 from time to time by delivering a written

notice thereof by electronic mail and overnight courier to all, but not less than all, of the Holders (a “Company Optional Redemption

Notice” and the date all of the Holders received such notice is referred to as a “Company Optional Redemption Notice

Date”). Such Company Optional Redemption Notice shall be irrevocable; provided that such Company Optional Redemption Notice

may be conditioned upon the consummation of a refinancing transaction or a Going Private Transaction. A Company Optional Redemption Notice

shall (x) state the date on which the Company Optional Redemption shall occur (a “Company Optional Redemption Date”)

which date shall not be less than ten (10) Trading Days nor more than twenty (20) Trading Days following the applicable Company Optional

Redemption Notice Date, and (y) state the aggregate Conversion Amount of the Preferred Shares which is being redeemed in such Company

Optional Redemption from such Holder and all of the other Holders of the Preferred Shares pursuant to this Section 9 on such Company

Optional Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price to each Holder in cash on the applicable

Company Optional Redemption Date. Notwithstanding anything herein to the contrary, at any time prior to the date the applicable Company

Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by any Holder

into shares of Common Stock pursuant to Section 4. All Conversion Amounts so converted by a Holder after the applicable Company Optional

Redemption Notice Date shall reduce the Company Optional Redemption Amount of the Preferred Shares of such Holder required to be redeemed

on such Company Optional Redemption Date. In the event of the Company’s redemption of any of the Preferred Shares under this Section 9,

a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest

rates and the uncertainty of the availability of a suitable substitute investment opportunity for such Holder. Accordingly, any redemption

premium due under this Section 9 is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s

actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, the Company shall have no right to effect

a Company Optional Redemption if any Triggering Event has occurred and continuing, but any Triggering Event shall have no effect upon

any Holder’s right to convert Preferred Shares in its discretion. Notwithstanding the foregoing, with respect to a Going Private

Transaction, the Company may effect a Company Optional Redemption under this Section 9, but with “Change of Control Election

Price” replacing “Company Optional Redemption Price” for all purposes in this Section 9 in connection therewith.

10.          Noncircumvention.

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

below) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of

securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate

of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action

as may be required to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing or any other provision

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

of Common Stock receivable upon the conversion of any Preferred Shares above the Conversion Price then in effect, (b) shall take

all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable

shares of Common Stock upon the conversion of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take

all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of

effecting the conversion of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary

to effect the conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein).

Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder

is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth

in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation,

obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock.

11.          Authorized

Shares.

(a)          Reservation.

So long as any Preferred Shares remain outstanding, the Company shall at all times reserve (x) if prior to the Stockholder Approval

Date, 60,000,000 shares of Common Stock or (y) from and after the Stockholder Approval Date, at least 200% of the number of shares

of Common Stock as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions,

of all of the Preferred Shares then outstanding at the Alternate Conversion Price then in effect (without regard to any limitations on

conversions) (the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase

in the number of shares so reserved) shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by

each Holder on the Initial Issuance Date (and any Additional Preferred Shares (as defined in the Securities Purchase Agreement) issued

thereafter) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In

the event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated

a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person

which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number

of the Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation

to any other of the securities of the Company held by such Holder (or any of its designees) by delivery of a written notice to the Company.

(b)          Insufficient

Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, at any time while any of the Preferred

Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy

its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the

Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary

to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required

Reserve Amount for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable

after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such

Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized

shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use

its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board

of directors to recommend to the stockholders that they approve such proposal (or, if a majority of the voting power then in effect of

the capital stock of the Company consents to such increase, in lieu of such proxy statement, deliver to the stockholders of the Company

an information statement that has been filed with (and either approved by or not subject to comments from) the SEC with respect thereto).

Notwithstanding the foregoing, if at any such time of an Authorized Share Failure, the Company is able to obtain the written consent of

a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares

of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information

Statement on Schedule 14C. In the event that the Company is prohibited from issuing shares of Common Stock to a Holder upon any conversion

due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common

Stock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering such

Authorized Failure Shares to such Holder, the Company shall pay cash in exchange for the redemption of such portion of the Conversion

Amount of the Preferred Shares convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of

(x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day

during the period commencing on the date such Holder delivers the applicable Conversion Notice with respect to such Authorized Failure

Shares to the Company and ending on the date of such issuance and payment under this Section 11(b); and (ii) to the extent such

Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder

of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of such Holder incurred in connection

therewith. Nothing contained in Section 11(a) or this Section 11(b) shall limit any obligations of the Company under

any provision of the Securities Purchase Agreement or Registration Rights Agreement.

12.          Voting

Rights. The holders of the Preferred Shares shall have no voting power and no right to vote on any matter at any time, either as a

separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting

of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided

in this Section 16 and Section 20 or as otherwise required by the DGCL. To the extent that under the DGCL the vote of the holders

of the Preferred Shares, voting separately as a class or series, as applicable, is required to authorize a given action of the Company,

the affirmative vote or consent of the Required Holders of the Preferred Shares, voting together in the aggregate and not in separate

series unless required under the DGCL, represented at a duly held meeting at which a quorum is presented or by written consent of the

Required Holders (except as otherwise may be required under the DGCL), voting together in the aggregate and not in separate series unless

required under the DGCL, shall constitute the approval of such action by both the class or the series, as applicable. Holders of the Preferred

Shares shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials and other information

sent to stockholders) with respect to which they would be entitled to vote, which notice would be provided pursuant to the Company’s

bylaws (the “Bylaws”) and the DGCL.

13.          Covenants.

(a)          Incurrence

of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur

or guarantee, assume or suffer to exist any Indebtedness (other than Permitted Indebtedness).

(b)          Existence

of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer

to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts

and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.

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

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

whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other

than pursuant to this Certificate of Designations) whether by way of payment in respect of principal of (or premium, if any) or interest

on, such Indebtedness or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment,

as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting a Triggering Event

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

Event has occurred and is continuing.

(d)          Restriction

on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock (other than as required

by this Certificate of Designations).

(e)           Restriction

on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company

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

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

in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in the ordinary course

of business.

(f)           Change

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

engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to

be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental

thereto, without the consent of the Required Holder. The Company shall not, and the Company shall cause each of its Subsidiaries to not,

directly or indirectly, modify its or their corporate structure or purpose, without the consent of the Required Holder.

(g)          Preservation

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

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

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

such qualification necessary, except where the failure to become or remain duly qualified or in good standing could not reasonably be

expected to result in a Material Adverse Effect.

(h)          Maintenance

of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its

material properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary

wear and tear excepted, and comply, and cause each of its Subsidiaries to materially comply, at all times with the provisions of all leases

to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(i)           Maintenance

of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to

maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct

of its business in full force and effect.

(a)           Maintenance

of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable

insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption

insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering

such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance

with sound business practice by companies in similar businesses similarly situated.

(b)          Transactions

with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,

any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property

or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course of business

in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair

consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction

with a Person that is not an affiliate thereof.

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (i) issue

any Preferred Shares (other than as contemplated by the Securities Purchase Agreement and this Certificate of Designations), or (ii) issue

any other securities that would cause a breach or default under this Certificate of Designations or the Warrants.

(d)          Stay,

Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist

upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever

enacted or in force) that may affect the covenants or the performance of this Certificate of Designations; and (B) expressly waives

all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution

of any power granted to the Holders by this Certificate of Designations, but will suffer and permit the execution of every such power

as though no such law has been enacted.

(e)          Taxes.

The Company and its Subsidiaries shall pay when due all material taxes, fees or other charges of any nature whatsoever (together with

any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets

or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom

(except where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).

The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure

to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding

the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain

adequate reserves therefor in accordance with GAAP.

(f)           PCAOB

Registered Auditor. At all times any Preferred Shares remain outstanding, the Company shall have engaged an independent auditor to

audit its financial statements that is registered with (and in compliance with the rules and regulations of) the Public Company Accounting

Oversight Board.

(g)          Independent

Investigation. At the request of the Required Holders either (x) at any time when a Triggering Event has occurred and is continuing,

(y) upon the occurrence of an event that with the passage of time or giving of notice would constitute a Triggering Event or (z) at

any time such Required Holders reasonably believe a Triggering Event may have occurred or be continuing, the Company shall hire an independent,

reputable investment bank selected by the Company and approved by such Holder (such approval not to be unreasonably withheld, conditioned

or delayed) to investigate as to whether any breach of this Certificate of Designations has occurred (the “Independent Investigator”).

If the Independent Investigator determines that such breach of this Certificate of Designations has occurred, the Independent Investigator

shall notify the Company of such breach and the Company shall deliver written notice to each Holder of such breach. In connection with

such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel,

offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available to the Company after the

Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants and any books of account, records, reports

and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary

privilege, and the Independent Investigator may make such copies and inspections thereof as the Independent Investigator may reasonably

request. The Company shall furnish the Independent Investigator with such financial and operating data and other information with respect

to the business and properties of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent

Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect

thereto to, the Company’s officers, directors, key employees and independent public accountants or any of them (and by this provision

the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the Company and any

Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested.

14.          Liquidation,

Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets of

the Company, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”),

before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding,

an amount per Preferred Share equal to the sum of (i) the Black Scholes Value (as defined in the Warrants) with respect to the outstanding

portion of all Warrants held by such Holder (without regard to any limitations on the exercise thereof) as of the date of such event and

(ii) the greater of (A) 125% of the Conversion Amount of such Preferred Share on the date of such payment and (B) the amount

per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such

payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of shares of Parity

Stock, then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount of

Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance with their respective

certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of Preferred

Shares and all holders of shares of Parity Stock. To the extent necessary, the Company shall cause such actions to be taken by each of

its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed to the

Holders in accordance with this Section 14. All the preferential amounts to be paid to the Holders under this Section 14 shall

be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation

Funds of the Company to the holders of shares of Junior Stock in connection with a Liquidation Event as to which this Section 14

applies. Upon payment in full of the Black Scholes Value of such Warrants pursuant to this Section 14, such Warrants shall be deemed

repurchased by the Company and no longer exercisable.

15.          Distribution

of Assets. In addition to any adjustments pursuant to Section 7 and Section 8, if the Company shall declare or make any

dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way

of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options

by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares

of Common Stock acquirable upon complete conversion of the Preferred Shares (without taking into account any limitations or restrictions

on the convertibility of the Preferred Shares and assuming for such purpose that the Preferred Share was converted at the Alternate Conversion

Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such

record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided,

however, that to the extent that such Holder’s right to participate in any such Distribution would result in such Holder

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

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

of such Distribution (and beneficial ownership) to such extent of any such excess) and the portion of such Distribution shall be held

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

Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted such Distribution (and

any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same

extent as if there had been no such limitation).

16.          Vote

to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written

consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without

first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required

Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to,

its Certificate of Incorporation or Bylaws, or file any certificate of designations or articles of amendment of any series of shares of

preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions

provided for the benefit of the Preferred Shares hereunder, regardless of whether any such action shall be by means of amendment to the

Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized

number of shares of Series A Convertible Preferred Stock; (c) without limiting any provision of Section 2, create or authorize

(by reclassification or otherwise) any new class or series of Senior Preferred Stock or Parity Stock; (d) purchase, repurchase or

redeem any shares of Junior Stock (other than pursuant to the terms of the Company’s equity incentive plans and options and other

equity awards granted under such plans (that have in good faith been approved by the Board)); (e) without limiting any provision

of Section 2, pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any Preferred Shares

other than as contemplated hereby or pursuant to the Securities Purchase Agreement; or (g) without limiting any provision of Section 10,

whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares hereunder.

17.          Transfer

of Preferred Shares. A Holder may offer, sell or transfer some or all of its Preferred Shares without the consent of the Company subject

only to the provisions of Section 5 of the Securities Purchase Agreement.

18.          Reissuance

of Preferred Share Certificates and Book Entries.

(a)          Transfer.

If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share Certificate to the

Company (or, if the Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company

will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 18(d))

(or evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Preferred

Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred, a new

Preferred Share Certificate (in accordance with Section 18(d)) to such Holder representing the outstanding number of Preferred Shares

not being transferred (or evidence of such remaining Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee,

by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason

of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number

of Preferred Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred

Shares.

(b)          Lost,

Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company of

the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification and the indemnification

contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking

by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation

of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance

with Section 18(d)) representing the applicable outstanding number of Preferred Shares.

Share Certificate and Book-Entries Exchangeable for Different Denominations and Forms. Each Preferred Share Certificate is exchangeable,

upon the surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share Certificate or Preferred

Share Certificate(s) or new Book-Entry (in accordance with Section 18(d)) representing, in the aggregate, the outstanding number

of the Preferred Shares in the original Preferred Share Certificate, and each such new Preferred Share Certificate and/or new Book-Entry,

as applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred Share Certificate

as is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one or more new Preferred

Share Certificates or split by the applicable Holder by delivery of a written notice to the Company into two or more new Book-Entries

(in accordance with Section 18(d)) representing, in the aggregate, the outstanding number of the Preferred Shares in the original

Book-Entry, and each such new Book-Entry and/or new Preferred Share Certificate, as applicable, will represent such portion of such outstanding

number of Preferred Shares from the original Book-Entry as is designated in writing by such Holder at the time of such surrender.

(d)          Issuance

of New Preferred Share Certificate or Book-Entry. Whenever the Company is required to issue a new Preferred Share Certificate or a

new Book-Entry pursuant to the terms of this Certificate of Designations, such new Preferred Share Certificate or new Book-Entry (i) shall

represent, as indicated on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of Preferred

Shares remaining outstanding (or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to Section 18(a) or

Section 18(c), the number of Preferred Shares designated by such Holder) which, when added to the number of Preferred Shares represented

by the other new Preferred Share Certificates or other new Book-Entry, as applicable, issued in connection with such issuance, does not

exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate or original Book-Entry, as

applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable, and (ii) shall

have an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable, which

is the same as the issuance date of the original Preferred Share Certificate or in such original Book-Entry, as applicable.

19.          Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations shall

be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction

Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit

any Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate

of Designations. No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall

operate as a waiver thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other

or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of a

Holder at law or equity or under this Certificate of Designations or any of the documents shall not be deemed to be an election of such

Holder’s rights or remedies under such documents or at law or equity. The Company covenants to each Holder that there shall be no

characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect

to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall not, except

as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). No failure on the part of

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

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

of any other right, power or remedy. In addition, the exercise of any right or remedy of any Holder at law or equity or under Preferred

Shares or any of the documents shall not be deemed to be an election of such Holder’s rights or remedies under such documents or

at law or equity. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders

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

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

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

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

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

of this Certificate of Designations.

20.          Payment

of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection

or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under

this Certificate of Designations with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designations

or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’

rights and involving a claim under this Certificate of Designations, then the Company shall pay the costs reasonably incurred by such

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

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

due under this Certificate of Designations with respect to any Preferred Shares shall be affected, or limited, by the fact that the purchase

price paid for each Preferred Share was less than the original Stated Value thereof.

21.          Construction;

Headings. This Certificate of Designations shall be deemed to be jointly drafted by the Company and the Holders and shall not be construed

against any such Person as the drafter hereof. The headings of this Certificate of Designations are for convenience of reference and shall

not form part of, or affect the interpretation of, this Certificate of Designations. Unless the context clearly indicates otherwise, each

pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”

“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without

limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this

entire Certificate of Designations instead of just the provision in which they are found. Unless expressly indicated otherwise, all section

references are to sections of this Certificate of Designations. Terms used in this Certificate of Designations and not otherwise defined

herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Initial Issuance Date in

such other Transaction Documents unless otherwise consented to in writing by the Required Holders.

22.          Failure

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

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

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

representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by the Company and all Holders

and shall not be construed against any Person as the drafter hereof. Notwithstanding the foregoing, nothing contained in this Section 22

shall permit any waiver of any provision of Section 4(d).

23.          Dispute

Resolution.

(a)          Submission

to Dispute Resolution.

(i)            In

the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price, a VWAP

or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable redemption price (as the case may be) (including,

without limitation, a dispute relating to the determination of any of the foregoing), the Company or the applicable Holder (as the case

may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Business Days

after the occurrence of the circumstances giving rise to such dispute or (B) if by such Holder at any time after such Holder learned

of the circumstances giving rise to such dispute. If such Holder and the Company are unable to promptly resolve such dispute relating

to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market

value, or the arithmetic calculation of such Conversion Rate or such applicable redemption price (as the case may be), at any time after

the second (2nd) Business Day following such initial notice by the Company or such Holder (as the case may be) of such dispute

to the Company or such Holder (as the case may be), then such Holder may, with the consent of the Company (not to be unreasonably withheld,

conditioned or delayed), select an independent, reputable investment bank to resolve such dispute.

(ii)           Such Holder

and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 23 and (B) written documentation supporting its position with respect to such dispute,

in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date

on which such Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in

the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)

(it being understood and agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation

by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be

entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with

respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was

delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company

and such Holder or otherwise requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit

any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii)          The Company

and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such Holder of

such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne by the party in whose favor the investment bank decides such dispute or, in the event that the

investment bank determines that the applicable calculation is in between the amounts submitted by the Company and such Holder, then half

of such fees and expenses shall be borne by the Company and half of such fees and expenses shall be borne by the Holder, and such investment

bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

(b)          Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate between the Company

and each Holder (and constitutes an arbitration agreement) under the rules then in effect under Delaware Rapid Arbitration Act, as

amended, (ii) the terms of this Certificate of Designations and each other applicable Transaction Document shall serve as the basis

for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly

authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment

bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations

and the like to the terms of this Certificate of Designations and any other applicable Transaction Documents, (iii) the applicable

Holder (and only such Holder with respect to disputes solely relating to such Holder), in its sole discretion, shall have the right to

submit any dispute described in this Section 23 to any state or federal court sitting in Wilmington Delaware, in lieu of utilizing

the procedures set forth in this Section 23 and (iv) nothing in this Section 23 shall limit such Holder from obtaining

any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 23).

24.          Notices;

Currency; Payments.

(a)          Any

notices, consents, waivers or other communications required or permitted to be given under the terms of this Certificate of Designations

must be in writing and will be deemed to have been delivered on the earliest of: (i) upon receipt, when delivered personally; (ii) upon

receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending

party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail

could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with

next day delivery specified, in each case, properly addressed to the party to receive the same. The mailing address and e-mail address

for any such communications to the Company shall be: SMARTKEM, Inc., Manchester Technology Center, Hexagon Tower, Delaunays Road,

Blackley, Manchester, M9 8GQ U.K., Attention: Barbra Keck, Chief Financial Officer, Email: b.keck@smartkem.cc, or such other mailing address

and/or e-mail address as the Company has specified by written notice given to each of the Holders in accordance with this Section 24

not later than five (5) days prior to the effectiveness of such change. The mailing address and e-mail address for any such communications

to any Holder shall be as set forth on such Holder’s respective signature page to the Securities Purchase Agreement, or such

other mailing address and/or e-mail address as such Holder has specified by written notice given to the Company in accordance with this

Section 24 not later than five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given

by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s

e-mail containing the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable

evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or

(iii) above, respectively.

(b)          The

Company shall provide each Holder with prompt written notice of all actions taken pursuant to this Certificate of Designations, including

in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company

shall give written notice to each Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable

detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company

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

rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall

be made known to the public prior to or in conjunction with such notice being provided to such Holder.

All dollar amounts referred to in this Certificate of Designations are in United States Dollars (“U.S. Dollars”), and

all amounts owing under this Certificate of Designations shall be paid in U.S. Dollars. All amounts denominated in other currencies (if

any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange

Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Certificate of Designations,

the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed

that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such

period of time).

(d)          Payments.

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations, unless otherwise

expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately

available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time. Whenever

any amount expressed to be due by the terms of this Certificate of Designations is due on any day which is not a Business Day, the same

shall instead be due on the next succeeding day which is a Business Day.

25.          Waiver

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

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

and the Securities Purchase Agreement.

26.          Governing

Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws of the State of Delaware,

without giving effect to any provision of law or rule (whether of the State of Delaware or any other jurisdictions) that would cause

the application of the laws of any jurisdictions other than the State of Delaware. Except as otherwise required by Section 23 above,

the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware,

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,

and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject

to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such

suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

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

by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action

against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder, to realize on any collateral

or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall

limit, or shall be deemed or construed to limit, any provision of Section 23 above. THE COMPANY AND EACH HOLDER HEREBY IRREVOCABLY

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

WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.

27.          Judgment

Currency.

(a)          If

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

into any other currency (such other currency being hereinafter in this Section 27 referred to as the “Judgment Currency”)

an amount due in U.S. Dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on

the Trading Day immediately preceding:

(i)            the

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

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

(ii)           the

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

such conversion is made pursuant to this Section 27(a)(ii) being hereinafter referred to as the “Judgment Conversion

Date”).

(b)          If

in the case of any proceeding in the court of any jurisdiction referred to in Section 27(a)(ii) above, there is a change in

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

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

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

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

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

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

28.          Taxes.

(a)          All

payments made by the Company hereunder or under any other Transaction Document shall be made in accordance with the terms of the respective

Transaction Document and shall be made without set-off, counterclaim, withholding, deduction or other defense. Without limiting the foregoing,

all such payments shall be made free and clear of and without deduction or withholding for any present or future taxes, levies, imposts,

deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) taxes imposed on the net income of a

Holder by the jurisdiction in which such Holder is organized or where it has its principal lending office, (ii) with respect to any

payments made by the Company hereunder, taxes (including, but not limited to, backup withholding) to the extent such taxes are imposed

due to the failure of the applicable recipient of such payment to provide the Company with whichever (if any) is applicable of valid and

properly completed and executed IRS Forms W-9, W-8BEN, W-8BEN-E, W-8ECI, and/or W-8IMY, when requested in writing by the Company, and

(iii) with respect to any payments made by the Company, taxes to the extent such taxes are imposed due to the failure of the applicable

recipient of such payment to comply with FATCA (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities,

collectively or individually, “Taxes”). If the Company shall be required to deduct or to withhold any Taxes from or

in respect of any amount payable hereunder or under any other Transaction Document:

(i)            the

amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including

Taxes on amounts payable to a Holder pursuant to this sentence) such Holder receives an amount equal to the sum it would have received

had no such deduction or withholding been made,

(ii)           the

Company shall make such deduction or withholding,

(iii)          the

Company shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and

(iv)          as

promptly as possible thereafter, the Company shall send such Holder an official receipt (or, if an official receipt is not available,

such other documentation as shall be satisfactory to such Holder, as the case may be) showing payment. In addition, the Company agrees

to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from

any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Preferred

Shares or any other Transaction Document (collectively, “Other Taxes”).

(b)          The

Company hereby indemnifies and agrees to hold each Holder and each of their affiliates and their respective officers, directors, employees,

agents and advisors (each, an “Indemnified Party”) each Indemnified Party harmless from and against Taxes or Other

Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 28)

paid by any Indemnified Party as a result of any payment made hereunder or from the execution, delivery, registration or enforcement of,

or otherwise with respect to, this Preferred Shares or any other Transaction Document, and any liability (including penalties, interest

and expenses for nonpayment, late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other

Taxes were correctly or legally asserted. This indemnification shall be paid within thirty (30) days from the date on which such Holder

makes written demand therefor, which demand shall identify the nature and amount of such Taxes or Other Taxes.

the Company fails to perform any of its obligations under this Section 28, the Company shall indemnify such Holder for any taxes,

interest or penalties that may become payable as a result of any such failure. The obligations of the Company under this Section 28

shall survive the repayment and/or conversion, as applicable, in full of the Preferred Shares and all other amounts payable with respect

thereto.

(d)          If

any Indemnified Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which

it has been indemnified pursuant to this Section 28 (including by the payment of additional amounts pursuant to this Section 28),

it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 28

with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including taxes) of such Indemnified Party and

without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying

party, upon the request of such Indemnified Party, shall repay to such Indemnified Party the amount paid over pursuant to this paragraph

(d) (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) in the event that such Indemnified

Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (d),

in no event will the Indemnified Party be required to pay any amount to an indemnifying party pursuant to this paragraph (d) the

payment of which would place the Indemnified Party in a less favorable net after-Tax position than the Indemnified Party would have been

in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification

payments or additional amounts with respect to such Tax had never been paid. This paragraph (d) shall not be construed to require

any Indemnified Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to

the indemnifying party or any other Person.

29.          Severability.

If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid or unenforceable by a

court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to

apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not

affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of Designations as so

modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the

prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations

or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid

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

30.          Maximum

Payments. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to

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

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

of such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

31.          Stockholder

Matters; Amendment.

(a)          Stockholder

Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the DGCL, the

Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares may be effected

by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance

with the applicable rules and regulations of the DGCL. This provision is intended to comply with the applicable sections of the DGCL

permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

(b)          Amendment.

Except for Section 4(d) and this Section 31(b), which may not be amended, modified or waived hereunder, this Certificate

of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or

written consent without a meeting in accordance with the DGCL, of the Required Holders, voting separate as a single class, and with such

other stockholder approval, if any, as may then be required pursuant to the DGCL and the Certificate of Incorporation. Except

(a) to the extent otherwise expressly provided in this Certificate of Designations or the Certificate of Incorporation with respect

to voting or approval rights of a particular class or series of capital stock or (b) to the extent otherwise provided pursuant to

the DGCL, the holders of each outstanding class or series of shares of the Company shall not be entitled to vote as a separate voting

group on any amendment to the terms of this Certificate of Designations with respect to which such class or series would otherwise be

entitled under the DGCL to vote as a separate voting group.

32.          Certain

Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

(a)          “1933

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

(b)          “1934

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

Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all declared and unpaid Dividends

on such Preferred Share.

(d)          “Adjustment

Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or

sale (or deemed issuance or sale in accordance with Section 8(a)) of shares of Common Stock (other than rights of the type described

in Section 7(a) hereof) that could result in a decrease in the net consideration received by the Company in connection with,

or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(e)          “Affiliate”

or “Affiliated” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a

Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of

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

(a)          “Alternate

Conversion Price” means, with respect to any Alternate Conversion, the Alternate Optional Conversion Price or the Alternate

Triggering Event Conversion Price, as applicable, with respect thereto.

(b)          “Alternate

Optional Conversion Price” means, with respect to any Alternate Optional Conversion, that price which shall be the lower of

(i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Optional Conversion,

and (ii) 90% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including

the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate

Optional Conversion Measuring Period”). All such determinations to be appropriately adjusted for any share dividend, stock split,

stock combination, reclassification or similar transaction that proportionately decreases or increases the shares of Common Stock during

such Alternate Optional Conversion Measuring Period.

Triggering Event Conversion Price” means, with respect to any Alternate Triggering Event Conversion, that price which shall

be the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Triggering

Event Conversion, and (ii) 80% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending

and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period,

the “Alternate Triggering Event Conversion Measuring Period”). All such determinations to be appropriately adjusted

for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases

the shares of Common Stock during such Alternate Triggering Event Conversion Measuring Period.

(d)          “Approved

Stock Plan” means any employee benefit plan or agreement which has been approved by the Board prior to or subsequent to the

Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,

officer, or director for services provided to the Company in their capacity as such.

(e)          “Attribution

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

funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed or advised

by a Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such Holder

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

of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated

with such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose

of the foregoing is to subject collectively such Holder and all other Attribution Parties to the Maximum Percentage.

(f)           “Black

Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case

may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading

Day immediately preceding the date of the issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (ii) a

risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security

or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case

may be), (iii) a cost of borrow rate as reported by Bloomberg for the Common Stock (or, if not reported, zero) and (iv) an expected

volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization

factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as

the case may be).

(g)          “Bloomberg”

means Bloomberg, L.P.

(h)          “Book-Entry”

means each entry on the Register evidencing one or more Preferred Shares held by a Holder in lieu of a Preferred Share Certificate issuable

hereunder.

(i)           “Business

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

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

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

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

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

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

(j)           “Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect,

wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification

of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization

or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly

or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority

or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or

entities) after such reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely

for the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries.

(k)          “Change

of Control Election Price” means, with respect to any given Change of Control, such price equal to the greatest of (i) the

product of (A) the Required Premium multiplied by (B) the Conversion Amount of the Preferred Shares subject to the applicable

election, as applicable, (ii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed or exchanged,

as applicable, multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common

Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable

Change of Control and (2) the public announcement of such Change of Control and ending on the date such Holder delivers the Change

of Control Election Notice by (II) the Alternate Conversion Price then in effect, and (iii) the product of (A) the Conversion

Amount of the Preferred Shares being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the

aggregate cash value of any non-cash consideration per share of Common Stock to be paid to such holders of the shares of Common Stock

upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at

the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of

Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change

of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed

Change of Control) divided by (II) the Conversion Price then in effect.

(l)            “Closing

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

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

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

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

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

last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed

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

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

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

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

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

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

shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders

are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures

in Section 23. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions during such period.

(m)         “Code”

means the Internal Revenue Code of 1986, as amended.

(n)          “Common

Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock

into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(o)          “Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

(p)          “Convertible

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

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

of Common Stock.

(q)          “Eligible

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

Nasdaq Capital Market.

(r)           “Event

Market Price” means, with respect to any Stock Combination Event Date, the lowest VWAP of the Common Stock on any Trading Day

during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th)

Trading Day after such Stock Combination Event Date (such period, the “Stock Combination Measuring Period”). All such

determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction.

(s)          “Excluded

Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers

or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined

above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options)

after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued

and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of

such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options

are otherwise materially changed in any manner that adversely affects any of the Holders; (ii) shares of Common Stock issued upon

the conversion or exercise, as applicable, of Convertible Securities or Options (other than standard options to purchase Common Stock

issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that

the conversion price or exercise price, as applicable, of any such Convertible Securities or Options (other than standard options to purchase

Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible

Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered

by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any

such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan

that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Holders; (iii) the

shares of Common Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Certificate of Designations;

provided, that the terms of this Certificate of Designations are not amended, modified or changed on or after the Subscription Date (other

than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date); (iv) the shares of Common Stock

issuable upon exercise of the Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after the

Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date); and (v) shares

of Common Stock issued pursuant to the Permitted Equity Line.

(a)          “FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Certificate of Designation (or any amended or successor version that

is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations

thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or

practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such

Sections of the Code.

(b)          “Fundamental

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

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

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

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

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

have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted

by the holders of either (x) more than 50% of the outstanding shares of Common Stock, (y) more than 50% of the outstanding shares

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

Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common

Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender

or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the

outstanding shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including,

without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all

such Subject Entities, individually or in the aggregate, acquire, either (x) more than 50% of the outstanding shares of Common Stock,

(y) more than 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities

making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination

were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial

owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding shares of Common Stock, or (v) reorganize,

recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate

to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether

through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock,

merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization

or reclassification or otherwise in any manner whatsoever, of either (x) more than 50% of the aggregate ordinary voting power represented

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

Common Stock not held by all such Subject Entities as of the date of this Certificate of Designations calculated as if any shares of Common

Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented

by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to

effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares of Common

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

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

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

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

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

means United States generally accepted accounting principles, consistently applied.

(d)          “Going

Private Transaction” means any Change of Control (i) pursuant to which, the Company (and the Successor Entity, if applicable)

ceases to have any securities registered under the 1934 Act or (ii) that results in the purchase and/or cancellation of all of the

Common Stock of the Company solely for cash (and not in whole, or in part, for any other securities of any Person).

(e)          “Governmental

Authority” means any federal, foreign, state, county, municipal, provincial, or local governmental authority, court, judicial

body, arbitration tribunal, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative,

or other agency, or any political or other subdivision, department, commission, board, bureau, branch, division, ministry, or instrumentality

of any of the foregoing.

(f)           “Group”

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

(t)           “Indebtedness”

means of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken

or assumed as the deferred purchase price of property or services, including, without limitation, “capital leases” in accordance

with United States generally accepted accounting principles consistently applied for the periods covered thereby (other than trade payables

entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with

respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures

or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,

(E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing,

in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies

of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all

monetary obligations under any leasing or similar arrangement which, in connection with United States generally accepted accounting principles,

consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses

(A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,

to be secured by) any mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance of any nature whatsoever in

or upon any property or assets (including accounts and contract rights) with respect to any asset or property owned by any Person, even

though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all

Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.

(u)          “Initial

Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially

issued the Preferred Shares and the Warrants pursuant to the terms of the Securities Purchase Agreement.

(g)          “Intellectual

Property Rights” means, with respect to the Company and its Subsidiaries, all of their rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor.

(h)          “Investment”

means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,

advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the

purchase of any assets of another Person for greater than the fair market value of such assets.

(i)           “Liquidation

Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution

or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business

of the Company and its Subsidiaries, taken as a whole.

(j)           “Material

Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations,

condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the

transactions contemplated hereby or on the other Transaction Documents (as defined below), or by the agreements and instruments to be

entered into in connection therewith or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

(k)          “Options”

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

(l)            “Parent

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

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

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

(m)         “Permitted

Indebtedness” means (i) Indebtedness set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect

as of the Subscription Date, and (ii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and

(v) of the definition of Permitted Liens.

(n)          “Permitted

Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings

for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course

of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation

of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business

with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens

(A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment

or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such

equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon,

and the proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $500,000, (v) Liens

incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause

(iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing

Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of

customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods,

and, (vii) Liens arising from judgments, decrees or attachments in circumstances not constituting a Triggering Event under Section 5(a)(xii).

(o)          “Person”

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

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

(p)          “Principal

Market” means The Nasdaq Capital Market.

(q)          “Registration

Rights Agreement” means that certain registration rights agreement, dated as of the Initial Closing Date, by and among the Company

and the initial holders of the Preferred Shares relating to, among other things, the registration of the resale of the Common Stock issuable

upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Certificate of Designations and exercise of the Warrants,

as may be amended from time to time.

(r)           “Required

Premium” means 125%.

(s)          “SEC”

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

(t)           “Securities”

shall have the meaning as set forth in the Securities Purchase Agreement.

(u)          “Securities

Purchase Agreement” means that certain amended and restated securities purchase agreement by and among the Company and the initial

holders of Preferred Shares, dated as of the Subscription Date, as may be amended from time in accordance with the terms thereof.

(v)          “Stated

Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred

Shares.

(w)         “Subject

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

(x)           “Subscription

Date” means March 27, 2026.

(y)          “Subsequent

Placement” means any direct, or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposal

of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security

or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under

Rule 405 promulgated under the 1933 Act), any Convertible Securities, any debt, any preferred stock or any purchase rights) by the

Company or any of its Subsidiaries.

(z)           “Subsidiary”

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

(aa)        “Successor

Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving

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

shall have been entered into.

(bb)        “Trading

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

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

the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that

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

than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour

ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the applicable Holder or

(y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York

Stock Exchange (or any successor thereto) is open for trading of securities.

(cc)        “Transaction

Documents” means the Securities Purchase Agreement, the Registration Rights Agreement, this Certificate of Designations, the

Warrants and each of the other agreements and instruments entered into or delivered by the Company or any of the Holders in connection

with the transactions contemplated by the Securities Purchase Agreement, all as may be amended from time to time in accordance with the

terms thereof.

(dd)        “VWAP”

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

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date

on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company

and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such security, then

such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

(ee)        “Warrant

Shares” means, collectively, the shares of Common Stock issuable upon exercise of the Warrants.

(ff)          “Warrants”

has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange therefor

or replacement thereof.

33.          Disclosure.

Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations, unless the Company

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

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

such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise.

In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries,

the Company so shall indicate to the applicable Holder explicitly in writing in such notice (or promptly (but no later than the next Business

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

notification from the Company promptly (but no later than the next Business Day) following receipt of notice from such Holder), such Holder

shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to

the Company or any of its Subsidiaries. Nothing contained in this Section 33 shall limit any obligations of the Company, or any rights

of any Holder, under Section 4(i) of the Securities Purchase Agreement.

34.          Absence

of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company

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

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

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

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

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

to any third party.

[The remainder of the page is intentionally

left blank.]

IN WITNESS WHEREOF, the Company

has caused this Certificate of Designations of the Certificate of Incorporation of SMARTKEM, Inc. to be signed by its Chief Financial

Officer on this 30th day of March, 2026.

SMARTKEM, INC.

By:

/s/ Barbra Keck

Name: Barbra Keck

Title: Chief Financial Officer

EXHIBIT I

SMARTKEM, INC.

CONVERSION NOTICE

Reference is made to the Certificate

of Designations of the Certificate of Incorporation of SMARTKEM, Inc., a Delaware corporation (the “Company”)

establishing the terms, preferences and rights of the Series A Convertible Preferred Stock, $0.0001 par value (the “Preferred

Shares”) of the Company (the “Certificate of Designations”). In accordance with and pursuant to the Certificate

of Designations, the undersigned hereby elects to convert the number of Preferred Shares indicated below into shares of common stock,

$0.0001 value per share (the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion:

Aggregate number of Preferred Shares to be converted:

Aggregate Stated Value of such Preferred Shares to be converted:

Aggregate accrued and unpaid Dividends with respect to such Preferred Shares to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

¨            If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion Price:____________

Please issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows:

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

Issue to:

¨        Check

here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: ________________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:____________________________

E-mail Address:

EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges

this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold

by the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s execution and delivery to the Company

of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________

to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________,

20__ from the Company and acknowledged and agreed to by ________________________.

SMARTKEM, INC.

By:

Name:

Title:

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2610643d1_ex4-1.htm · Sequence: 3

Exhibit 4.1

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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN

A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE

TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK

ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF

THIS WARRANT.

Smartkem, Inc.

Warrant

To Purchase Common Stock

Warrant No.:

Date of Issuance:

(“Issuance Date”)

SMARTKEM, Inc.., a Delaware

corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, __________, the registered holder hereof or its permitted

assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise

Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common

Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance

Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________1 (subject to adjustment

as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”,

and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in

this Warrant shall have the meanings set forth in Section 19. This Warrant is one of the Warrants to Purchase Common Stock (the

“SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of March 30,

2026 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”) referred

to therein, as amended from time to time (the “Securities Purchase Agreement”).

125% Warrant coverage

1.             EXERCISE

OF WARRANT.

(a)            Mechanics

of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),

this Warrant may be exercised by the Holder on any day after the six-month anniversary of the Issuance Date (an “Exercise Date”),

in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A

(the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day

following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise

Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the

“Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify

the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The

Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery

of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original

of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and

delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original

of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading

Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or electronic mail

an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to

the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction

to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the first (1st) Trading

Day following the date on which the Company has received such Exercise Notice (or such earlier date as required pursuant to the 1934

Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable

Exercise Date), the Company shall (X) provided such Warrant Shares issuable pursuant to such Exercise Notice are eligible for resale

by such Holder pursuant to Rule 144 of the 1933 Act or pursuant to an effective Registration Statement (the “Unrestricted

Resale Conditions”) and that the Transfer Agent is participating in The Depository Trust Company (“DTC”)

Fast Automated Securities Transfer Program (“FAST”), upon the request of the Holder, credit such aggregate number

of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance

account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the FAST

or the Unrestricted Resale Conditions are not satisfied, upon the request of the Holder, issue and deliver (via reputable overnight courier)

to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number

of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice and payment

in full of the applicable Exercise Price (unless this Warrant is exercised pursuant to a Cashless Exercise), the Holder shall be deemed

for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,

irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates

evidencing such Warrant Shares (as the case may be); provided, that the Holder shall be deemed to have waived any voting rights of any

such Warrant Shares during the period commencing on such Exercise Date, through, and including, such applicable Share Delivery Date (as

defined below) (each, an “Exercise Period”), as necessary, such that the aggregate voting rights of any Common Stock

(including such Warrant Shares) beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such date of determination

shall not exceed the Maximum Percentage (as defined below) as a result of any such exercise of this Warrant. If this Warrant is submitted

in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant

submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise and upon surrender of this Warrant

to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than

one (1) Business Day after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant

(in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior

to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional

shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued

shall be rounded up to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs

and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance

and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding the foregoing, except in the case where an exercise of

this Warrant is validly made pursuant to a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder on

or prior to the later of (i) one (1) Trading Day after receipt of the applicable Exercise Notice (or such earlier date as required

pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated

on the applicable Exercise Date) and (ii) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price

(or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be a

breach of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement, after

the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt

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

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

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

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

From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in FAST.

(b)           Exercise

Price. For purposes of this Warrant, “Exercise Price” means $0.6135, subject to adjustment as provided herein.

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

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

issue and deliver to the Holder (or its designee) a certificate for the number of Warrant Shares to which the Holder is entitled and

register such Warrant Shares on the Company’s share register or, if the Transfer Agent is participating in FAST and the Unrestricted

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

of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be) or (II) if

a Registration Statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable

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

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

Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder

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

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

Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in

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

Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common

Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, multiplied by (B) any

trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable

Exercise Date and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written notice to the Company, may void

its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised

pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the Company’s obligations to

make any payments which have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise. In addition

to the foregoing, if on or prior to the Share Delivery Date either (I) the Transfer Agent is not participating in FAST or the Unrestricted

Resale Conditions are not satisfied, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register

such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST and or the Unrestricted

Resale Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee

with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant

to the Company’s obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Share

Delivery Date the Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all

or any portion of the number of shares of Common Stock issuable upon such exercise that the Holder is entitled to receive from the Company

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

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

request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase

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

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

at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or

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

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

terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing

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

of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the

Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied

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

Exercise Notice and ending on the date of such issuance and payment under this clause (ii) (the “Buy-In Payment Amount”).

Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including,

without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver

certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of this

Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause its transfer agent to participate

in FAST. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares upon an

exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind such exercise

in whole or in part and retain and/or have the Company return, as the case may be, any portion of this Warrant that has not been exercised

pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s obligation to make

any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if

a registration statement covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available

for the issuance or resale, as applicable, of such Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving

notice of the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying

such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the

Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit

/ Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise

Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant

to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s obligation to make any

payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch

some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.

(d)           Cashless

Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of

exercise hereof a Registration Statement is not effective (or the prospectus contained therein is not available for use) for the resale

by the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and,

in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise

Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following

formula (a “Cashless Exercise”):

Net Number = (A

x B) - (A x C)

For purposes of the foregoing

formula:

A= the total number of shares with respect

to which this Warrant is then being exercised.

B = as elected by the Holder: (i) the

VWAP of the shares of Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise

Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both

executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours”

(as defined in Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at

the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice

or (z) the Bid Price of the shares of Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice

if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours

thereafter pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable

Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant

to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.

C = the Exercise

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

If the Warrant Shares are issued

in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant

Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under

the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed

to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this

Warrant was originally issued pursuant to the Securities Purchase Agreement.

(e)           Disputes.

In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares

to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed

and resolve such dispute in accordance with Section 15.

(f)            Limitations

on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to

exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void

and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution

Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common

Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares

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

held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant

with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable

upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution

Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,

without limitation, any convertible notes or convertible preferred stock or warrants, including other SPA Warrants) beneficially owned

by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained

in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of

the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of

this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected

in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K

or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other

written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported

Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of

outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in

writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the

Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must

notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which

such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall

return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or

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

the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall

be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and

any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance

of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed

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

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

Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed

null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As

soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the

Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may

from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice)

or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any

such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered

to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to

any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock

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

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

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

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

otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or

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

Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation

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

(g)           Reservation

of Shares.

(i)             Required

Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under this

Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall be necessary

to satisfy the Company’s obligation to issue shares of Common Stock under the SPA Warrants then outstanding (assuming for purposes

hereof that (x) all Additional Warrants (as defined in the Securities Purchase Agreement) issuable pursuant to the Securities Purchase

Agreement shall have been issued at an Additional Closing (as defined in the Securities Purchase Agreement) on the Initial Closing Date

(as defined in the Securities Purchase Agreement) and (y) any such exercise shall not take into account any limitations on exercise)

(the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant

to this Section 1(g)(i) be reduced other than proportionally in connection with any exercise or redemption of SPA Warrants

or such other event covered by Section 2(a) below. The Required Reserve Amount (including, without limitation, each increase

in the number of shares so reserved) shall be allocated pro rata among the holders of the SPA Warrants based on number of shares of Common

Stock issuable upon exercise of SPA Warrants held by each holder on the Initial Closing Date (and any Additional Warrants issued thereafter)

(without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized

Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s SPA Warrants, each

transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved

and allocated to any Person which ceases to hold any SPA Warrants shall be allocated to the remaining holders of SPA Warrants, pro rata

based on the number of shares of Common Stock issuable upon exercise of the SPA Warrants then held by such holders (without regard to

any limitations on exercise).

(ii)             Insufficient

Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any of the

SPA Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to

satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall

immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow

the Company to reserve the Required Reserve Amount for all the SPA Warrants then outstanding. Without limiting the generality of the

foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than

sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval

of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder

with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares

of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding

the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the

shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock,

the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on

Schedule 14C. In the event that the Company is prohibited from issuing shares of Common Stock upon an exercise of this Warrant due to

the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock

(such unavailable number of shares of Common Stock, the “Authorization Failure Shares”), in lieu of delivering such

Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the cancellation of such portion of this Warrant

exercisable into such Authorization Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorization

Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the

date the Holder delivers the applicable Exercise Notice with respect to such Authorization Failure Shares to the Company and ending on

the date of such issuance and payment under this Section 1(g); and (ii) to the extent the Holder purchases (in an open market

transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares,

any Buy-In Payment Amount, brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Nothing contained in this Section 1(g) shall limit any obligations of the Company under any provision of the Securities Purchase

Agreement.

2.             ADJUSTMENT

OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise

of this Warrant are subject to adjustment from time to time as set forth in this Section 2.

(a)           Stock

Dividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any

time on or after the Subscription Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common

Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides

(by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock

into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then

outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by

a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which

the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant

to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become

effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph

occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted

appropriately to reflect such event.

(b)           Adjustment

Upon Issuance of Shares of Common Stock. If and whenever on or after the Subscription Date, the Company grants, issues or sells (or

enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold,

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

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

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

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

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

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

(including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the

following shall be applicable:

(i)             Issuance

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

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

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

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

and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement to grant, issue or

sell, as applicable) of such Option for such price per share. For purposes of this Section 2(b)(i), the “lowest price per

share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise

or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”

shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the

Company with respect to any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue

or sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security

issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in

such Option for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the

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

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

(or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) of such Option, upon

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

otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on,

the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made

upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise

pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible

Securities.

(ii)             Issuance

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

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

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

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

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

Section 2(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

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

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

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

exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price

set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible

market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of

all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement

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

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

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

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

is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this

Section 2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance

or sale.

(iii)            Change

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

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

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

proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 2(a)),

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

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

or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(b)(iii),

if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding

as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option

or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed

to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(b) shall be made

if such adjustment would result in an increase of the Exercise Price then in effect.

(iv)           Calculation

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

or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”,

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

one integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the

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

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

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

Common Stock was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such

integrated transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum

of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair market value (as determined by the

Required Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the

fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined on a per share basis

in accordance with this Section 2(b)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or sold or

deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid

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

Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options

or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company

(for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose

of the calculation of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration

consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be

the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.

If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with

any merger in which the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration

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

Value) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable

to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than

cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement

within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value

of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation

Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall

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

(v)            Record

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

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

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

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

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

of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 2(a), the number of Warrant

Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment

the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise

Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

(d)           Holder’s

Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition to and not in limitation

of the other provisions of this Section 2, if the Company in any manner issues or sells or enters into any agreement to issue or

sell, any Common Stock, Options or Convertible Securities (other than the Permitted Equity Line (as defined in the Securities Purchase

Agreement)) (any such securities, “Variable Price Securities”) after the Subscription Date that are issuable pursuant

to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with

the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such

formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions)

(each of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company

shall provide written notice thereof via facsimile and overnight courier to the Holder on the date of such agreement and the issuance

of such Convertible Securities or Options. From and after the date the Company enters into such agreement or issues any such Variable

Price Securities, the Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for

the Exercise Price upon exercise of this Warrant by designating in the Exercise Notice delivered upon any exercise of this Warrant that

solely for purposes of such exercise the Holder is relying on the Variable Price rather than the Exercise Price then in effect. The Holder’s

election to rely on a Variable Price for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable Price

for any future exercises of this Warrant.

(e)           Stock

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

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

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

than the Exercise Price then in effect (after giving effect to the adjustment in clause 2(a) above), then on the sixteenth (16th)

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

the Exercise Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in clause 2(a) above)

shall be reduced (but in no event increased) to the Event Market Price. Notwithstanding the foregoing, if a Holder requests to exercise

this Warrant, in whole or in part, on any given date during any Stock Combination Measuring Period, solely with respect to such portion

of this Warrant subject to such exercise on such applicable Exercise Date, (a) such applicable Stock Combination Event Date shall

be deemed to mean such Exercise Date, (b) such applicable Stock Combination Measuring Period shall be deemed to have ended on the

Trading Day immediately prior to such Exercise Date and (c) the applicable Event Market Price for such portion of this Warrant exercised

shall be calculated pursuant to this Section 2(e). For the avoidance of doubt, if the adjustment in the immediately preceding sentence

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

(f)            Other

Events. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take any action

to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution

or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions

(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features),

then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price

and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant

to this Section 2(f) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant

to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests

hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent

investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding

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

(g)           Calculations.

All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,

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

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

(h)           Voluntary

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

term of this Warrant, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce

the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

(i)             Adjustments.

If on any Trading Day during the period commencing on the later of (I) the Stockholder Approval Date (as defined in the Securities

Purchase Agreement) and (II) the Applicable Date (as defined in the Securities Purchase Agreement) through, and including, the one

hundred and eightieth (180th) calendar day after the later of (x) the Applicable Date and (y) the Stockholder Approval Date,

as applicable (any Trading Day during such period, each, an “Adjustment Date”), the Exercise Price then in effect

is greater than the Market Price then in effect (each, an “Adjustment Price”), on any such applicable Adjustment Date

the Exercise Price shall automatically lower to the applicable Adjustment Price. Notwithstanding the foregoing, if a Holder requests

to exercise this Warrant in whole or in part on any given date during a Market Price Measuring Period, solely with respect to such portion

of this Warrant being exercised on such applicable Exercise Date (each, an “Exercised Warrant”), (a) such applicable

Adjustment Date shall be deemed to mean such Exercise Date, (b) such applicable Market Price Measuring Period shall be deemed to

have ended on the Trading Day immediately prior to such Exercise Date and (c) the applicable Adjustment Price for such Exercised

Warrant shall be calculated pursuant to this Section 2(i). For the avoidance of doubt, following the calculation of the Adjustment

Price pursuant to this Section 2(i), the Company’s obligations with regard to such Exercised Warrant shall be deemed satisfied

and no additional Adjustment Price shall apply to such Exercised Warrant.

(j)             Exercise

Floor Price. Prior to the Stockholder Approval Date, no adjustment pursuant to this Section 2 shall cause the Exercise Price

to be less than $0.6135 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction

occurring after the date of the Securities Purchase Agreement) (the “Exercise Floor Price”); provided, that, this

limitation shall not apply after the Stockholder Approval Date. As of the Stockholder Approval Date, any Dilutive Issuances or other

events that would have resulted in an adjustment to the Exercise Price prior to the Stockholder Approval Date, but for the application

of this Section 2(j), shall adjust the Exercise Price hereunder as if such Dilutive Issuances and/or other events, as applicable,

occurred on the Stockholder Approval Date.

3.             RIGHTS

UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above or Section 4(a) below,

if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of

shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other

securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate

rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance

of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the

Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

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

Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as

of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,

that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution in excess of the

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

(and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit

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

exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared

or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had

been no such limitation).

4.             PURCHASE

RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a)            Purchase

Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells

any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise

of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the

grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of

Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the

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

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

Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and

beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit

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

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

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

had been no such limitation).

(b)            Fundamental

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

in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Securities

Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance

satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder

in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance

to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent

to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise

of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such

shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction

and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being

for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction)

and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or

listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to,

and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and

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

every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction

Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental

Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at

any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities,

cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be

receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly

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

to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable

Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions

of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole

option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental Transaction without

the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of each

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

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

insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation

of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities,

cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be

receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,

cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have

been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior

to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant

to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

(d)            Application.

The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and

shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on

the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied

however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant

(or any such other warrant)).

5.             NONCIRCUMVENTION.

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

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

consolidation, merger, scheme of arrangement, dissolution, issuance 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 (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above

the Exercise Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant. Notwithstanding

anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to

exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company

shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary

to permit such exercise into shares of Common Stock.

6.             WARRANT

HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a

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

any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder

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

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

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

it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed

as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder

of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6,

the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally,

contemporaneously with the giving thereof to the stockholders.

7.             REISSUANCE

OF WARRANTS.

(a)            Transfer

of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will

forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder

may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total

number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the

Holder representing the right to purchase the number of Warrant Shares not being transferred.

(b)            Lost,

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

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

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

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

a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,

for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of

Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant

Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock

shall be given.

(d)            Issuance

of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant

(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right

to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or

Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the

other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant),

(iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall

have the same rights and conditions as this Warrant.

8.             NOTICES.

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

with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of

all actions taken pursuant to this Warrant (other than the issuance of shares of Common Stock upon exercise in accordance with the terms

hereof), including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the

foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the

number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s), (ii) at least

fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or

distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities

or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining

rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall

be made known to the public prior to or in conjunction with such notice being provided to the Holder, and (iii) at least ten (10) Trading

Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains,

material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice

with the SEC (as defined in the Securities Purchase Agreement) pursuant to a Current Report on Form 8-K. If the Company or any of

its Subsidiaries provides material non-public information to the Holder that is not simultaneously filed in a Current Report on Form 8-K

and the Holder has not agreed to receive such material non-public information, the Company hereby covenants and agrees that the Holder

shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,

affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information.

It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive

and may not be disputed or challenged by the Company.

9.             DISCLOSURE.

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

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

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

Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K

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

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

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

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

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

this Section 9 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities

Purchase Agreement.

10.           ABSENCE

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

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

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

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

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

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

to any third party.

11.           AMENDMENT

AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f) above and

this Section 11, which may not be amended, modified or waived) may be amended and the Company may take any action herein prohibited,

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

No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

12.           SEVERABILITY.

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

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

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

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

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

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

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

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

of the prohibited, invalid or unenforceable provision(s).

13.           GOVERNING

LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving

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

the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process and

consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth

in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

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

inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit

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

the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s

obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other

court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,

A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED

HEREBY.

14.           CONSTRUCTION;

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

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

the interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings

ascribed to such terms on the Initial Closing Date in such other Transaction Documents unless otherwise consented to in writing by the

Holder.

15.           DISPUTE

RESOLUTION.

(a)           Submission

to Dispute Resolution.

(i)             In

the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration Value, Black

Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without

limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit

the dispute to the other party via facsimile (A) if by the Company, within two (2) Business Days after the occurrence of the

circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving

rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such

Closing Sale Price, such Bid Price, such Black Scholes Consideration Value, such Black Scholes Value or such fair market value or such

arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day

following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the

case may be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

(ii)             The

Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 15 and (B) written documentation supporting its position with respect to such dispute,

in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date

on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in

the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)

(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation

by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be

entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with

respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was

delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company

and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit

any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii)            The

Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder

of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b)           Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to arbitrate between the Company

and the Holder (and constitutes an arbitration agreement) under the rules then in effect § 7501, et seq. of the New York Civil

Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration

pursuant to CPLR § 7503(a) in order to compel compliance with this Section 15, (ii) a dispute relating to the Exercise

Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred

under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether

any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities,

(D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a

Dilutive Issuance occurred, (iii) the terms of this Warrant and each other applicable Transaction Document shall serve as the basis

for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby

expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made

by such investment bank in connection with its resolution of such dispute (including, without limitation, determining (A) whether

an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2(b), (B) the consideration per share

at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of

Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security

or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred) and in resolving such dispute

such investment bank shall apply such findings, determinations and the like to the terms of this Warrant and any other applicable Transaction

Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in

this Section 15 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures

set forth in this Section 15 and (v) nothing in this Section 15 shall limit the Holder from obtaining any injunctive relief

or other equitable remedies (including, without limitation, with respect to any matters described in this Section 15).

16.           REMEDIES,

CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative

and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including

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

and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder

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

for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the

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

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

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

the holder of this Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary,

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

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

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

of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares

as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax

or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of

any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

17.           PAYMENT

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

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

this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the

company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall

pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,

receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

18.           TRANSFER.

This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required

by Section 2(g) of the Securities Purchase Agreement.

19.           CERTAIN

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

(a)           “1933

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

(b)           “1934

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

Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or

sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described

in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with,

or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(d)           “Affiliate”

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

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

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

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

(e)           “Approved

Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent

to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,

officer or director for services provided to the Company in their capacity as such.

(f)            “Attribution

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

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

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

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

the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated

with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose

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

(g)           “Bid

Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal

Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange

or trading market for such security, the bid price of such security on the principal securities exchange or trading market where such

security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price

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

time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of

the bid prices of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices) as of such time of determination. If the Bid Price cannot be calculated for a security as of the

particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall

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

the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15. All

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

during such period.

(h)           “Black

Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case

may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading

Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option

or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period

equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance

of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected

volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible

Security or Adjustment Right (as the case may be).

(i)           “Black

Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request

pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price

of the Common Stock during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental

Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s

request pursuant to Section 4(c) and (2) the sum of the price per share being offered in cash in the applicable Fundamental

Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a

strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c), (iii) a

risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this

Warrant as of the date of the Holder’s request pursuant to Section 4(c) and (2) the remaining term of this Warrant

as of the date of consummation of the applicable Fundamental Transaction or as of the date of the Holder’s request pursuant to

Section 4(c) if such request is prior to the date of the consummation of the applicable Fundamental Transaction, (iv) a

zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT”

function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earliest

to occur of (A) the public disclosure of the applicable Fundamental Transaction and (B) the date of the Holder’s request

pursuant to Section 4(c).

(j)            “Bloomberg”

means Bloomberg, L.P.

(k)           “Business

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

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

(l)            “Certificate

of Designations” has the meaning ascribed to such term in the Securities Purchase Agreement.

(m)           “Closing

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

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

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

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

Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing

bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security

is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,

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

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

ask prices, respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency

succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security

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

on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable

to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15.

All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions during such period.

(n)           “Common

Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock

into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(o)           “Convertible

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

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

of Common Stock.

(p)           “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or

the Nasdaq Capital Market.

(q)           “Event

Market Price” means, with respect to any Stock Combination Event Date, the lowest VWAP of the Common Stock on any Trading Day

during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th)

Trading Day after such Stock Combination Event Date (such period, the “Stock Combination Measuring Period”). All such

determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction.

(r)           “Excluded

Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers

or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined

above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options)

after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued

and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of

such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options

are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon

the conversion or exercise, as applicable, of Convertible Securities or Options (other than standard options to purchase Common Stock

issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided

that the conversion price or exercise price, as applicable, of any such Convertible Securities or Options (other than standard options

to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of

such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan

that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or

conditions of any such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an

Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects

any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the

terms of the Certificate of Designations; provided, that the terms of the Certificate of Designations is not amended, modified or changed

on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription

Date); (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are

not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof

in effect as of the Subscription Date); and (v) shares of Common Stock issued pursuant to the Permitted Equity Line.

(s)           “Expiration

Date” means the date that is the third (3rd) anniversary of the Issuance Date or, if such date falls on a day other than a

Trading Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not

a Holiday.

(t)           “Fundamental

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

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

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

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

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

have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted

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

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

making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such

that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange

offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding

shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such

Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock,

(y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities

making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination

were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial

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

recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate

to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether

through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock,

merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization

or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented

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

Common Stock not held by all such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by

all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued

and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect

a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock

without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or

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

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

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

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

(u)           “Group”

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

(v)           “Market

Price” means, with respect to any Adjustment Date, the lowest Closing Bid Price of the Common Stock on any Trading Day during

the five (5) Trading Day period ended on, and including, the Trading Day ended immediately prior to such applicable Adjustment Date

(each, a “Market Price Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend,

stock split, stock combination, reclassification or similar transaction.

(w)           “Options”

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

(x)           “Parent

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

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

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

(y)           “Person”

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

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

(z)           “Preferred

Shares” has the meaning ascribed to such term in the Securities Purchase Agreement and shall include all shares of preferred

stock issued in exchange therefor or replacement thereof.

(aa)          “Principal

Market” means the Nasdaq Global Market.

(bb)         “Registration

Rights Agreement” means that certain registration rights agreement, dated as of the Initial Closing Date, by and among the

Company and the initial holders of the Preferred Shares relating to, among other things, the registration of the resale of the Common

Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of the Certificate of Designations and exercise

of the SPA Warrants, as may be amended from time to time.

(cc)          “SEC”

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

(dd)         “Subject

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

(ee)         “Successor

Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental

Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been

entered into.

(ff)           “Trading

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

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

for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided

that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for

less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the

hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with

respect to all determinations other than price or trading volume determinations relating to the Common Stock, any day on which The New

York Stock Exchange (or any successor thereto) is open for trading of securities.

(gg)         “VWAP”

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

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board

for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest

closing bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security

on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined

by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such

dispute shall be resolved in accordance with the procedures in Section 15. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

[signature page follows]

WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date

set out above.

SMARTKEM, Inc.

By:

Name:

Title:

EXHIBIT A

EXERCISE

NOTICE

BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

SMARTKEM, INC.

The undersigned holder hereby

elects to exercise the Warrant to Purchase Common Stock No. _______ (the “Warrant”) of SMARTKEM, Inc., a

Delaware corporation (the “Company”) as specified below. 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 Aggregate Exercise Price shall be made as:

¨ a

“Cash Exercise” with respect to _________________ Warrant Shares; and/or

¨ a

“Cashless Exercise” with respect to _______________ Warrant Shares.

In the event that the Holder

has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents

and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set forth below and

(ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.

2.             Payment

of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to

be issued pursuant hereto, the Holder shall pay the 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 Holder, or its designee or agent as specified below, __________ shares of

Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its

benefit, as follows:

¨            Check

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

Issue

to:

¨ Check

here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC

Participant:

DTC

Number:

Account

Number:

Date: _____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:

Facsimile:

E-mail Address:

EXHIBIT B

ACKNOWLEDGMENT

The

Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number

of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged

and agreed to by _______________.

SMARTKEM, Inc.

By:

Name:

Title:

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2610643d1_ex10-1.htm · Sequence: 4

Exhibit 10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March __, 2026, is by and among SMARTKEM, Inc.,

a Delaware corporation with offices located at Manchester Technology Center, Hexagon Tower, Delaunays Road, Blackley, Manchester, M9

8GQ U.K. (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually,

a “Buyer” and collectively, the “Buyers”).

RECITALS

A.            On

March 18, 2026, the Company and certain of the Buyers entered into that certain Securities Purchase Agreement (the “March Note

Purchase Agreement”), pursuant to which, among other things, the Company issued to such Buyers (in such capacity, each a “March Note

Holder”) certain senior secured notes of the Company, in the aggregate original principal amount of $3,750,000 (the “March Notes”).

B.            Pursuant

to Section 4(o) of the March Purchase Agreement and Section 5(u) of the March Notes, if the Company consummates

any Subsequent Placement (as defined in the March Note, each March Note Holder may exchange all, or any part, of the then outstanding

principal of the March Note into the securities being issued in such Subsequent Placement (with the aggregate amount of such securities

to be issued in such exchange equal to such aggregate amount of such securities with a purchase price valued at 120% of the Exchange

Amount for which the Holder has elected to exchange into such Subsequent Placement).

C.            The

Company and each Buyer 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 “1933 Act”), and Rule 506(b) of

Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)

under the 1933 Act.

D.            The

Company has authorized a new series of convertible preferred stock of the Company designated as Series A Convertible Preferred Stock,

$0.0001 par value per share, the terms of which are set forth in the certificate of designations of preferences and rights for such series

of preferred stock (the “Certificate of Designations”) in the form attached hereto as Exhibit A (together with

any convertible preferred shares issued in replacement thereof in accordance with the terms thereof, the “Series A

Preferred Stock”), which Series A Preferred Stock shall be convertible into shares of Common Stock (such shares of Common

Stock issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise,

collectively, the “Conversion Shares”), in accordance with the terms of the Certificate of Designations.

E.            Each

Buyer wishes to purchase, and the Company wishes to sell at the Initial Closing (as defined below), upon the terms and conditions stated

in this Agreement, (i) the aggregate number of shares of Series A Preferred Stock (the “Initial Preferred Shares”)

set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, and (ii) a warrant to initially acquire

up to that aggregate number of additional shares of Common Stock set forth opposite such Buyer’s name in column (5) on the

Schedule of Buyers, substantially in the form attached hereto as Exhibit B (the “Initial Warrants”)

(as exercised, collectively, the “Initial Warrant Shares”).

F.            Subject

to the terms and conditions set forth in this Agreement and subject to the rules and regulations of the Principal Market, until

the first (1st) anniversary of the Initial Closing, each Buyer, severally, may require the Company to participate in one or

more Additional Closings (as defined below) for the purchase by such Buyer, and the sale by the Company, of (i) up to the maximum

aggregate of 10,000 shares of Series A Preferred Stock (the “Additional Preferred Shares”, and together with

the Initial Preferred Shares, the “Preferred Shares”) allocated among the Buyers as set forth opposite such Buyer’s

name in column (4) on the Schedule of Buyers, and (ii) a warrant to initially acquire up to such aggregate number of additional

shares of Common Stock equal to 125% of the Conversion Shares issuable upon conversion of such Additional Preferred Shares (without regard

to any limitations on conversion set forth in the Certification of Designations) issuable to any such applicable Buyer participating

in such applicable Additional Closing, substantially in the form attached hereto as Exhibit B (the “Additional

Warrants”, and together with the Initial Warrants, the “Warrants”) (as exercised, collectively, the “Additional

Warrant Shares” and together with the Initial Warrant Shares, the “Warrant Shares”).

G.            At

the Initial Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C

(the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights

with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933 Act and the rules and

regulations promulgated thereunder, and applicable state securities laws.

H.            The

Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

1.            PURCHASE

AND SALE OF PREFERRED SHARES AND WARRANTS.

(a)            Purchase

of Preferred Shares and Warrants.

(i)            Purchase

of Initial Preferred Shares and Initial Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections

6(a) and 7(a) below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase

from the Company on the Initial Closing Date (as defined below) (i) the aggregate number of Preferred Shares as is set forth opposite

such Buyer’s name in column (3) on the Schedule of Buyers and (ii) a Warrant to initially acquire up to that aggregate

number of Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers (the “Initial

Closing”).

(ii)            Purchase

of Additional Preferred Shares and Additional Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections

1(b)(ii), 6(b) and 7(b) below, the Company shall issue and sell to such Buyer, and such Buyer severally, but not jointly, agrees

to purchase from the Company on the applicable Additional Closing Date (as defined below) (i) such aggregate number of Preferred

Shares as is set forth in such applicable Additional Closing Notice (as defined below) and (ii) a Warrant to acquire up to that

aggregate number of Warrant Shares as is set forth in such applicable Additional Closing Notice (as defined below) (each such closing

of the purchase of such Additional Preferred Shares and such Warrants, each, an “Additional Closing”).

(b)            Closing.

Each of the Initial Closing and any Additional Closings (collectively, the “Closings”) of the purchase of Preferred

Shares and related Warrants by the Buyers shall occur at the offices of Meister Seelig & Fein PLLC, 125 Park Avenue, 7th

Floor, New York, NY 1001 7.

(i)            Initial

Closing. The date and time of the Initial Closing (the “Initial Closing Date”) shall be 10:00 a.m., New York time,

on the first (1st) Business Day on which the conditions to the Initial Closing set forth in Sections 6(a) and 7(a) below are

satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day”

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

law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

(ii)            Additional

Closings. Subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and Sections 6(b) and

7(b) below, at any time on or after the Initial Closing Date, each Buyer, severally, shall have the right, exercisable by delivery

by e-mail of a written notice to the Company (each, an “Additional Closing Notice”, and the date hereof, each an “Additional

Closing Notice Date”) to purchase, and to require the Company to sell to such Buyer, at one or more Additional Closings, up

to (i) such aggregate number of such Additional Preferred Shares as set forth in such Additional Closing Notice (less the aggregate

number of any Additional Preferred Shares issued in any prior Additional Closing) (each, an “Additional Preferred Shares Amount”)

and (ii) such aggregate number of related Additional Warrant Shares (each, an “Additional Warrant Shares Amount”).

Each Additional Closing Notice shall specify (A) the proposed date and time of the Additional Closing (which, if unspecified in

such Additional Closing Notice, shall be the first (1st) Trading Day (as defined in the Warrants) after such Additional Closing Notice

(or such other date as is mutually agreed to by the Company and each Buyer)) (each, an “Additional Closing Date”,

and together with the Initial Closing Date, each, a “Closing Date”), (B) the applicable Additional Preferred

Shares Amount to be issued to such Buyer at such Additional Closing, and (C) the applicable Additional Warrant Shares Amount to

be issued to such Buyer at such Additional Closing. If a Buyer has not elected to effect an Additional Closing on or prior to the twelve

(12) month anniversary of the Initial Closing Date (or such later date as the Required Holders (as defined below) may elect from time

to time in writing to the Company, the “Additional Closing Expiration Date”), such Buyer shall have no further right

to effect an Additional Closing hereunder.

Price. The aggregate purchase price for the Initial Preferred Shares and Initial Warrants to be purchased by each Buyer (the “Initial

Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers;

Buyers; which may be satisfied in cash or by exchange of March Notes (which March Notes shall be credited against the Initial

Purchase Price at 120% of the then outstanding principal pursuant to Section 4(o) of the March Note Purchase Agreement

and Section 5(u) of the March Note). Each Buyer shall pay approximately $800 for each $1,000 of Stated Value (as defined

in the Certificate of Designations) of Initial Preferred Shares and related Warrants to be purchased by such Buyer at the Initial Closing.

The aggregate purchase price for the Additional Preferred Shares and the Additional Warrants to be purchased by each Buyer at any given

Additional Closing (each, an “Additional Purchase Price”, and together with the Initial Purchase Price, each, a “Purchase

Price”) shall be $800 for each $1,000 of Stated Value of Additional Preferred Shares and related Warrants to be issued in such

Additional Closing (which, together with the Additional Purchase Price of each prior Additional Closings, shall not exceed the aggregate

amount set forth opposite such Buyer’s name in column (7) on the Schedule of Buyers); which may be satisfied in cash or by

exchange of March Notes (which March Notes shall be credited against the Initial Purchase Price at 120% of the then outstanding

principal pursuant to Section 4(o) of the March Note Purchase Agreement and Section 5(u) of the March Note).

(d)            Form of

Payment.

(i)            Initial

Closing. On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price (less, in the case of any

Buyer, the amounts withheld pursuant to Section 4(g)) to the Company for the Initial Preferred Shares and the Initial Warrants to

be issued and sold to such Buyer at the Initial Closing, and, to the extent all, or any part, of such Buyers’s Initial Purchase

Price is being satisfied in cash, such portion to be satisfied in cash by wire transfer of immediately available funds in accordance

with the Initial Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer (A) a stock certificate

(or evidence of book entry, as applicable) of the Company for the aggregate number of Preferred Shares as is set forth opposite such

Buyer’s name in column (3) of the Schedule of Buyers, and (B) a Warrant pursuant to which such Buyer shall have the right

to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (5) of

the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

(ii)            Additional

Closing. On each Additional Closing Date, (i) each Buyer participating in such applicable Additional Closing shall pay its respective

applicable Additional Purchase Price for such Additional Closing (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g))

to the Company for the Additional Preferred Shares and Additional Warrants to be issued and sold to such Buyer at such Additional Closing,

, and, to the extent all, or any part, of such Buyers’s Initial Purchase Price is being satisfied in cash, such portion to be satisfied

in cash by wire transfer of immediately available funds in accordance with the applicable Additional Flow of Funds Letter (as defined

below) and (ii) the Company shall deliver to each Buyer (A) a stock certificate (or evidence of book entry, as applicable)

of the Company for the aggregate number of Preferred Shares as is set forth in such applicable Additional Closing Notice, and (B) a

Warrant pursuant to which such Buyer shall have the right to initially acquire up to that aggregate number of Warrant Shares as is set

forth in the applicable Additional Closing Notice to be issued to such Buyer, in each case, duly executed on behalf of the Company and

registered in the name of such Buyer or its designee.

(e)            Limited

Waiver. Effective as of the Closing Date, each March Note Holder, severally, and not jointly, hereby waives any term or condition

of any Transaction Document (as defined in the March Note Purchase Agreement) (including, without limitation, the March Notes)

that would otherwise restrict or prohibit (i) the execution and delivery by the parties hereto of the Transaction Documents and/or

(iii) the issuance of the Securities hereunder or pursuant to the terms of the Certificate of Designations or the Warrants, solely

with respect to the issuance of the Securities hereunder and pursuant to the terms of the Certificate of Designations and the Warrants,

and not with respect to any other issuance or transaction.

2.            BUYER’S

REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and

not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of each Closing Date:

(a)            Organization;

Authority. Such Buyer is either (i) an individual with sufficient legal capacity or (ii) an entity duly incorporated or

organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable,

with all requisite power and authority, and has taken all requisite corporate or other action, as applicable, to enter into and to consummate

the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations

hereunder and thereunder.

(b)            No

Public Sale or Distribution. Such Buyer (i) is acquiring its Preferred Shares and Warrants, (ii) upon conversion of its

Preferred Shares will acquire the Conversion Shares issuable upon conversion thereof, and (iii) upon exercise of its Warrants (other

than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise thereof, in

each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof

in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by

making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for

any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to

a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding,

directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws. For purposes

of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,

a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any department or agency

thereof.

Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

(d)            Reliance

on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth

and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire

the Securities.

(e)            Information.

Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the

Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors,

if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations

conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely

on the Company’s representations and warranties contained herein. Such Buyer understands that its investment in the Securities

involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an

informed investment decision with respect to its acquisition of the Securities.

(f)            No

Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in

the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g)            Transfer

or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof:

(i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered

for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered

to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that

such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration,

or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant

to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”);

(ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144,

and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person

through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with

some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the

Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to

comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection

with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall

not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be

required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any

other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

(h)            Validity;

Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on

behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance

with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable

creditors’ rights and remedies.

(i)            No

Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and the

consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational

documents of such Buyer, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both

would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,

indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment

or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above,

for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have

a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

3.            REPRESENTATIONS

AND WARRANTIES OF THE COMPANY.

The Company represents and

warrants to each of the Buyers that, as of the date hereof and as of each Closing Date:

(a)            Organization

and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good

standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties

and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its

Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership

of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to

be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used

in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties,

assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary,

individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any

other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the

Company or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined

below). Other than the Persons (as defined below) set forth on Schedule 3(a), the Company has no Subsidiaries. “Subsidiaries”

means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity

or similar interest of such Person or (II) controls or operates all or any part of the business, operations or administration of

such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”

(b)            Authorization;

Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement

and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery

of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated

hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance

of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Warrants and the reservation for issuance

and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of

directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as

defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D

with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is

required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement

has been, and the other Transaction Documents to which it is a party will be prior to such Closing, duly executed and delivered by the

Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance

with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’

rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior

to the Initial Closing, the Certificate of Designations in the form attached hereto as Exhibit A will have been filed with

the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with

its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred

Shares, the Certificate of Designations, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions

(as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection

with the transactions contemplated hereby and thereby, as may be amended from time to time.

of Securities. The issuance of the Preferred Shares and the Warrants are duly authorized and, upon issuance in accordance with the

terms of the Transaction Documents, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights,

mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances

(collectively “Liens”) with respect to the issuance thereof. As of the Initial Closing, the Company shall have reserved

from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable upon

conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) all Additional Preferred Shares issuable

hereunder shall have been issued at an Additional Closing on the Initial Closing Date, (y) the Preferred Shares are convertible

at the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in

the Certificate of Designations) as of the date hereof, and (z) any such conversion shall not take into account any limitations

on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) the maximum number of Warrant Shares

initially issuable upon exercise of the Warrants (assuming for purposes hereof that (x) all Additional Warrants issuable hereunder

shall have been issued at an Additional Closing on the Initial Closing Date and (y) any such exercise shall not take into account

any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Certificate of

Designations or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively,

when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect

to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of

the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt

from registration under the 1933 Act.

(d)            No

Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company

of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares, the Warrants,

the Conversion Shares and the Warrant Shares and the reservation for issuance of the Conversion Shares and the Warrant Shares) will not

(i) result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate

of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association,

bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company

or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both

would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of,

any material agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a

violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities

laws and regulations and the rules and regulations of The Nasdaq Capital Market (the “Principal Market”) and

including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries

or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

(e)            Consents.

Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration

with (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration

Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies), any Governmental

Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform

any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof

or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain

pursuant to the preceding sentence have been or will be obtained or effected on or prior to such Closing Date, and neither the Company

nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining

or effecting any of the registration, application or filings contemplated by the Transaction Documents. Except as disclosed in the SEC

Documents, the Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances

which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. “Governmental Entity”

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

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

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

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

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

organization or any of the foregoing.

(f)            Acknowledgment

Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity

of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and

that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as

defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner”

of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as

amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary

of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions

contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction

Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities.

The Company further represents to each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction

Documents to which it is a party has been based solely on the independent evaluation by the Company, each Subsidiary and their respective

representatives.

(g)            No

General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person

acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s

fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor)

relating to or arising out of the transactions contemplated hereby. Except as set forth on Schedule 3(g), neither the Company

nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.

(h)            No

Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has,

directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that

would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings

or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act

or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange

or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company,

its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration

of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering

of any of the Securities to be integrated with other offerings of securities of the Company.

(i)            Dilutive

Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain

circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Certificate

of Designations in accordance with this Agreement and the Certificate of Designations and the Warrant Shares upon exercise of the Warrants

in accordance with this Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that

such issuance may have on the ownership interests of other stockholders of the Company.

(j)            Application

of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order

to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation,

any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of

Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or

could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the

Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors

have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating

to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

(k)            SEC

Documents; Financial Statements. During the two (2) years prior to the date hereof, except as set forth on Schedule 3(k),

the Company has timely filed all reports (or has received a valid extension of such time of filing and has filed any such report prior

to the expiration of any such extension), schedules, forms, proxy statements, statements and other documents required to be filed by

it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits

and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein

being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers

or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system.

As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and

regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed

with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of

their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with

applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the

time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”),

consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the

notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed

or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and

the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end

audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company

or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and

there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial

Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided

by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information

referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement

of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light

of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial

statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto)

included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances

which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials

Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent

accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company

to amend or restate any of the Financial Statements.

(l)            Absence

of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K,

there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations

(including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date

of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries

has (i) declared or paid any dividends, (ii) except as set forth on Schedule 3(l), sold any assets, individually or

in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate,

outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant

to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company

or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy

proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually

and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur

at such Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent” means,

(i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s

and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness

(as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent

or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur

or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the

Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s

(as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary

(as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and

liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes

that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor any of its

Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for

which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the

business in which it is engaged as such business is now conducted and is proposed to be conducted.

(m)            No

Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or

exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses,

properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would

be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the

SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have

a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.

(n)            Conduct

of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under

its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred

stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association,

articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor

any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable

to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation

of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material

Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3(n), the Company is not in

violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances

that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the

two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading

in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents,

the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting

of the Common Stock from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and

permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to

possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and

neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any

such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the

Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected

to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition

of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently

conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have

a Material Adverse Effect on the Company or any of its Subsidiaries.

(o)            Foreign

Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any other person

acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the

U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor

has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give,

or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental

Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government

Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all

or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official,

for the purpose of:

(i)            (A) influencing

any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit

to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official

to influence or affect any act or decision of any Governmental Entity, or

(ii)            assisting

the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.

(p)            Sarbanes-Oxley

Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002,

as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(q)            Transactions

With Affiliates. Except as set forth in Schedule 3(q), no current or former employee, partner, director, officer or stockholder

(direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any

thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been,

(i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing

for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director,

officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees,

officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation,

firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for

a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through

an Eligible Market (as defined in the Certificate of Designations)), nor does any such Person receive income from any source other than

the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company

or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her

immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted

(or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered,

(ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits

made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved

by the Board of Directors of the Company).

(r)            Equity

Capitalization.

(i)            Definitions:

(A)            “Common

Stock” means (x) the Company’s shares of common stock, $0.0001 par value per share, and (y) any capital stock

into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(B)            “Preferred

Stock” means (x) the Company’s blank check preferred stock, $0.0001 par value per share, the terms of which may

be designated by the board of directors of the Company in a certificate of designations and (y) any capital stock into which such

preferred stock shall have been changed or any share capital resulting from a reclassification of such preferred stock (other than a

conversion of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).

(ii)            Authorized

and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 300,000,000

shares of Common Stock, of which 21,202,911 are issued and outstanding and approximately 5,292,812 shares are reserved for issuance pursuant

to Common Stock Equivalents (as defined below) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 10,000,000

shares of Preferred Stock, none of which are issued and outstanding. Zero (0) shares of Common Stock are held in the treasury of the

Company. “Common Stock Equivalents” means any capital stock or other security of the Company or any of its Subsidiaries

that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise

entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock)

or any of its Subsidiaries.

(iii)            Valid

Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be,

validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that

are (A) reserved for issuance pursuant to Common Stock Equivalents (other than the Preferred Shares and the Warrants) and (B) that

are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated

based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common

Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities

laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as set forth on Schedule 3(r)(iii),

no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that

all Common Stock Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as

the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without

conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

(iv)            Existing

Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s

shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the

Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of

any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests

or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company

or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its

Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities

or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries;

(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale

of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement and pursuant to the Permitted Equity

Line (as defined below)); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which

contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company

or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are

no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities;

and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements

or any similar plan or agreement.

(v)            Organizational

Documents. The SEC Documents contain the Company’s true, correct and complete copies of the Company’s Certificate of

Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s

bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Common Stock Equivalents

and the material rights of the holders thereof in respect thereto.

(s)            Indebtedness

and Other Contracts. Neither the Company nor any of its Subsidiaries, except as disclosed on Schedule 3(s), (i) has

any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing

Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is

a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract,

agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements

securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any

term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults

would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or

instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected

to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be

disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the

Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have

a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication

(A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of

property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables

entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with

respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures

or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,

(E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing,

in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies

of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all

monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered

thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by

(or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any

property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property

has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness

or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation”

means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness,

lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the

primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that

any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part)

against loss with respect thereto.

(t)            Litigation.

There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board,

other Governmental Entity, self-regulatory organization or body pending or, to the Knowledge of the Company (as defined below), threatened

against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’

officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule

3(t). No director, officer or employee of the Company or any of its Subsidiaries has willfully violated 18 U.S.C. §1519 or engaged

in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the Knowledge

of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or

any current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order

suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act. To the Knowledge

of the Company, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration,

investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment,

injunction, decree, determination or award of any Governmental Entity. For purposes of this Agreement, “Knowledge of the Company”

means the actual knowledge of the Company’s Chairperson, Chief Executive Officer and Chief Financial Officer, in each case after

reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries under their direct supervision who would

reasonably be expected to have knowledge or information with respect to the matter in question.

(u)            Insurance.

The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its

Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for,

and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage

as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at

a cost that would not have a Material Adverse Effect.

(v)            Employee

Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member

of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined

in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified

the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such

officer’s employment with the Company or any such Subsidiary. No current (or former) executive officer or other key employee of

the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,

disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant,

and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or

any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance

with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms

and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,

reasonably be expected to result in a Material Adverse Effect.

(w)            Title.

(i)            Real

Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or

other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) in

connection with the conduct of its business. The Real Property is free and clear of all Liens and is not subject to any rights of way,

building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens for current taxes

not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property

subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting

and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such

property and buildings by the Company or any of its Subsidiaries.

(ii)            Fixtures

and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the

tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company

or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and

Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put,

are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of

the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to such Closing. Each

of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) Liens for

current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use

of the property subject thereto.

(x)            Intellectual

Property Rights. Except as set forth on Schedule 3(x)(i), the Company and its Subsidiaries own or possess adequate rights

or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship,

patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual

property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct

their respective businesses as now conducted and presently proposed to be conducted. Each of the patents owned by the Company or any

of its Subsidiaries is listed on Schedule 3(x)(i). Except as set forth on Schedule 3(x)(ii), none of the Company’s

Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected

to be abandoned, within three years from the date of this Agreement. The Company does not have any knowledge of any infringement by the

Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought,

or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding

its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might

give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable

security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.

(y)         Environmental

Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below),

(B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their

respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in

each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or

in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign

laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water,

groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened

releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)

into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport

or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,

licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(ii)            No

Hazardous Materials:

(A)            have

been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental

Laws; or

(B)            are

present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of any

Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental

Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.

(iii)            Neither

the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of or otherwise

located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated

biphenyls.

(iv)            None

of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)

list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.

(z)            Subsidiary

Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable

law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

(aa)         Tax

Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all

other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes

and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and

declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for

the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid

taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries

know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company,

as defined in Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”). The net operating loss

carryforwards (“NOLs”) for United States federal income tax purposes of the consolidated group of which the Company

is the common parent, if any, shall not be adversely effected by the transactions contemplated hereby. The transactions contemplated

hereby do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving the

Company’s ability to utilize such NOLs.

(bb)         Internal

Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting

(as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific

authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP

and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance

with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared

with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The

Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are

effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934

Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including,

without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports

that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal

executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required

disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental

Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over

financial reporting of the Company or any of its Subsidiaries.

(cc)         Off

Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries

and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is

not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(dd)         Investment

Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”

an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated

person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms

are defined in the Investment Company Act of 1940, as amended.

(ee)         Acknowledgement

Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure

of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked

by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from

effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities

of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for

any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party,

directly or indirectly, presently may have a “short” position in the Common Stock which was established prior to such Buyer’s

knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation

with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely

on the Company’s obligation to timely deliver shares of Common Stock upon conversion, exercise or exchange, as applicable, of the

Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company.

The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction

Documents pursuant to the applicable 8-K Filing (as defined below) one or more Buyers may engage in hedging and/or trading activities

(including, without limitation, the location and/or reservation of borrowable shares of Common Stock) at various times during the period

that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Warrant Shares

and/or Conversion Shares, as applicable, deliverable with respect to the Securities are being determined and such hedging and/or trading

activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock), if any, can reduce

the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities

are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of

this Agreement, the Certificate of Designations, the Warrants or any other Transaction Document or any of the documents executed in connection

herewith or therewith.

(ff)         Manipulation

of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf

has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price

of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold,

bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, (iii) paid or agreed to pay to

any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid

or agreed to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(gg)         U.S.

Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the

Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897

of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.

(hh)         Registration

Eligibility. The Company is eligible to register the Registrable Securities for resale by the Buyers using Form S-3 promulgated

under the 1933 Act, provided if Form S-3 is not available for the registration of the Registrable Securities (including as a result

of SEC rules, interpretations, positions or comments), or the SEC does not permit the filing to be made on Form S-3, then the Company

shall file the Registration Statement on Form S-1 (or any successor form).

(ii)            Transfer

Taxes. On each Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid

in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully

paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(jj)         Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended

(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of

the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity

that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the

Federal Reserve.

(kk)         Shell

Company Status. The Company is not currently an issuer identified in, or subject to, Rule 144(i).

(ll)         Illegal

or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s

knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives

of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has

been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property,

or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political

organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions

not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(mm)         Money

Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001

and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations

and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to

(i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons

Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31

CFR, Subtitle B, Chapter V.

(nn)         Management.

Except as set forth in Schedule 3(nn) hereto, during the past five year period, no current or former officer or director

or, to the Knowledge of the Company, no current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has

been the subject of:

(i)            a

petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or

similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing

of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or

within two years before the time of the filing of such petition or such appointment;

(ii)            a

conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate

to driving while intoxicated or driving under the influence);

(iii)            any

order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining any such person from, or otherwise limiting, the following activities:

(1)            Acting

as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction

merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the

foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee

of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice

in connection with such activity;

(2)            Engaging

in any particular type of business practice; or

(3)            Engaging

in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities

laws or commodities laws;

(iv)            any

order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting

for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to

be associated with persons engaged in any such activity;

(v)            a

finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law,

regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed,

suspended or vacated; or

(vi)            a

finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal

commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

(oo)         Stock

Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable stock

option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date

such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock

option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company

to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public

announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(pp)         No

Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated

by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company

is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any

of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with

its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to

believe that it will need to restate any such financial statements or any part thereof.

(qq)         No

Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under

the 1933 Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any

director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of

20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as

that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer

Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”

disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”),

except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine

whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its

disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided thereunder.

(rr)         Other

Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for

solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.

(ss)         No

Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated

by the Transaction Documents other than as specified in the Transaction Documents.

(tt)         Public

Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”

of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

(uu)         Federal

Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal

Power Act, as amended.

(vv)         Cybersecurity.

The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware,

software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform

in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently

conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would

reasonably be expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries have implemented

and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain

and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems

and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) a

natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification

number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any

information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended;

(iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”)

(EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance

Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively,

“HIPAA”); and (v) any other piece of information that allows the identification of such natural person, or his

or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation.

There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied

without material cost or liability or the duty to notify any other person or such, nor any incidents under internal review or investigations

relating to the same except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result

in a Material Adverse Effect. The Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all

judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and

contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems

and Personal Data from unauthorized use, access, misappropriation or modification except in each case, where such would not, either individually

or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(ww)         Compliance

with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable state

and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries

have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance

with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such would not, either

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy

Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance

in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,

handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times made

all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures

made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory

rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received

notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has

no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting

or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is

a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(xx)            Disclosure.

The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel

with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company

or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.

The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in

securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the

transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries

is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order

to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written

information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in

connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects

as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state

any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,

not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date

of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made,

not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or

its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise),

which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the

Company but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf

of the Company or any of its Subsidiaries and made available to the Buyers have been prepared in good faith based upon reasonable assumptions

and represented, at the time each such financial projection or forecast was delivered to each Buyer, the Company’s best estimate

of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that

the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected

or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect

to the transactions contemplated hereby other than those specifically set forth in Section 2.

4.            COVENANTS.

(a)            Reasonable

Best Efforts. Each Buyer shall use its reasonable best efforts to timely satisfy each of the covenants hereunder and conditions to

be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its reasonable best efforts to timely satisfy

each of the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b)            Form D

and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide a

copy thereof to each Buyer promptly after such filing. The Company shall, on or before each Closing Date, take such action as the Company

shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at

such Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States

(or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior

to each Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings

and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation,

all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable

foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities

to the Buyers.

Status. Until the date on which the Buyers shall have sold all of the Registrable Securities (the “Reporting Period”),

the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate

its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder

would no longer require or otherwise permit such termination.

(d)            Use

of Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly

or indirectly, for (i) except as set forth on Schedule 4(d), the satisfaction of any indebtedness of the Company or any of

its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the

settlement of any outstanding litigation.

(e)            Financial

Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) during the

Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR

system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly

Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements

and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other

than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through

EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release

thereof, e-mail copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following are

filed with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of the Company

generally, contemporaneously with the making available or giving thereof to the stockholders.

(f)            Listing.

The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable Securities

upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated

for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation

(as the case may be) of all Registrable Securities from time to time issuable under the terms of the Transaction Documents on such national

securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing or authorization for quotation

(as the case may be) on The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq

Global Select Market (each, an “Eligible Market”). Neither the Company nor any of its Subsidiaries shall take any

action which could be reasonably expected to result in the delisting or suspension of the Common Stock on an Eligible Market. The Company

shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).

(g)            Fees.

The Company shall pay for the costs and expenses incurred by it and its affiliates in connection with the structuring, documentation,

negotiation and closing of the transactions contemplated by the Transaction Documents, as follows: (x) to Meister Seelig &

Fein PLLC, counsel to the lead Buyer, a non-accountable amount of $75,000 to be paid upon the Initial Closing Date and (y) to Meister

Seelig & Fein PLLC, counsel to the lead Buyer, an additional non-accountable amount of $30,000 to be paid upon each Additional

Closing Date (the “Transaction Expenses”), which may be withheld by the lead Buyer from its applicable Purchase Price

at the applicable Closing, less any amounts previously paid by the Company to Meister Seelig & Fein PLLC; provided, that the

Company shall promptly reimburse Meister Seelig & Fein PLLC on demand for any Transaction Expenses described in clause (x) and

(y) above not so reimbursed through such withholding at such Closing. The Company shall be responsible for the payment of any placement

agent’s fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions (other than

for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold

each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket

expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents,

each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

(h)            Pledge

of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the

Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that

is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,

and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any

delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(g) hereof;

provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(g) hereof in

order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation

as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

(i)            Disclosure

of Transactions and Other Material Information.

(i)            Disclosure

of Transactions.

(1)            Initial

Closing. On or before 9:00 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the

Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction

Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this

Agreement (and all schedules to this Agreement), the form of the Warrants, the form of Certificate of Designations, and the form of the

Registration Rights Agreement) (including all attachments, the “Initial 8-K Filing”). From and after the filing of

the Initial 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers

by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the

transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Initial 8-K Filing, the Company

acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between

the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand,

and any of the Buyers or any of their affiliates, on the other hand, shall terminate.

(2)            Additional

Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives an

Additional Closing Notice from a Buyer electing to participate in such Additional Closing, file a Current Report on Form 8-K (each,

an “Additional 8-K Filing”, and together with the Initial 8-K Filing, the “8-K Filings”), in each

case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor”

has elected to deliver an Additional Closing Notice to the Company. From and after the filing of the Additional 8-K Filing, solely to

the extent such Additional Closing Notice constitutes material non-public information, the Company shall have disclosed all material,

non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers,

directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective

upon the filing of the Additional 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.

(ii)            Limitations

on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,

directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its

Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld

in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of

this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries,

or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such

Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public

disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information,

as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,

employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers,

directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material,

non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not

have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject

to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with

respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any

Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with

the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case

of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure

prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s

sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer

in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication

that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed

to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular

Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with

respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

(iii)            Other

Confidential Information; Disclosure Failures; Disclosure Delay Payments. In addition to other remedies set forth in this

Section 4(i), and without limiting anything set forth in any other Transaction Document, at any time after a Closing Date if the

Company, any of its Subsidiaries, or any of their respective officers, directors, employees or agents, provides any Buyer with material

non-public information relating to the Company or any of its Subsidiaries (each, the “Confidential Information”),

the Company shall, on or prior to the applicable Required Disclosure Date (as defined below), publicly disclose such Confidential Information

on a Current Report on Form 8-K or otherwise (each, a “Disclosure”). From and after such Disclosure, the Company

shall have disclosed all Confidential Information provided to such Buyer by the Company or any of its Subsidiaries or any of their respective

officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,

effective upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any

agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates,

employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event

that the Company fails to effect such Disclosure on or prior to the Required Disclosure Date and such Buyer shall have possessed Confidential

Information for at least ten (10) consecutive Trading Days (each, a “Disclosure Failure”), then, as partial relief

for the damages to such Buyer by reason of any such delay in, or reduction of, its ability to buy or sell shares of Common Stock after

such Required Disclosure Date (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company

shall pay to such Buyer an amount in cash equal to the greater of (I) two percent (2%) of the aggregate Purchase Price and (II) the

applicable Disclosure Restitution Amount (as defined below), on each of the following dates (each, a “Disclosure Delay Payment

Date”): (i) on the date of such Disclosure Failure and (ii) on every thirty (30) day anniversary such Disclosure

Failure until the earlier of (x) the date such Disclosure Failure is cured and (y) such time as all such non-public information

provided to such Buyer shall cease to be Confidential Information (as evidenced by a certificate, duly executed by an authorized officer

of the Company to the foregoing effect) (such earlier date, as applicable, a “Disclosure Cure Date”). Following the

initial Disclosure Delay Payment for any particular Disclosure Failure, without limiting the foregoing, if a Disclosure Cure Date occurs

prior to any thirty (30) day anniversary of such Disclosure Failure, then such Disclosure Delay Payment (prorated for such partial month)

shall be made on the second (2nd) Business Day after such Disclosure Cure Date. The payments to which an Investor shall be entitled pursuant

to this Section 4(i)(iii) are referred to herein as “Disclosure Delay Payments.” In the event the Company

fails to make Disclosure Delay Payments in a timely manner in accordance with the foregoing, such Disclosure Delay Payments shall bear

interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full.

(iv)            For

the purpose of this Agreement the following definitions shall apply:

(1)            “Disclosure

Failure Market Price” means, as of any Disclosure Delay Payment Date, the price computed as the quotient of (I) the sum

of the five (5) highest VWAPs (as defined in the Warrants) of the Common Stock during the applicable Disclosure Restitution Period

(as defined below), divided by (II) five (5) (such period, the “Disclosure Failure Measuring Period”). All

such determinations to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar

transaction that proportionately decreases or increases the Common Stock during such Disclosure Failure Measuring Period.

(2)            “Disclosure

Restitution Amount” means, as of any Disclosure Delay Payment Date, the product of (x) difference of (I) the Disclosure

Failure Market Price less (II) the lowest purchase price, per share of Common Stock, of any Common Stock issued or issuable to such

Buyer pursuant to this Agreement or any other Transaction Documents, multiplied by (y) 10% of the aggregate daily dollar trading

volume (as reported on Bloomberg (as defined in the Warrants)) of the Common Stock on the Principal Market for each Trading Day either

(1) with respect to the initial Disclosure Delay Payment Date, during the period commencing on the applicable Required Disclosure

Date through and including the Trading Day immediately prior to the initial Disclosure Delay Payment Date or (2) with respect to

each other Disclosure Delay Payment Date, during the period commencing the immediately preceding Disclosure Delay Payment Date through

and including the Trading Day immediately prior to such applicable Disclosure Delay Payment Date (such applicable period, the “Disclosure

Restitution Period”).

(3)            “Required

Disclosure Date” means (x) if such Buyer authorized the delivery of such Confidential Information, either (I) if

the Company and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such Confidential

Information, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date such Buyer first

received any Confidential Information or (y) if such Buyer did not authorize the delivery of such Confidential Information, the

first (1st) Business Day after such Buyer’s receipt of such Confidential Information.

(j)            Additional

Registration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement

is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in

the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933

Act relating to securities that are not the Registrable Securities (other than a registration statement on (i) a registration statement

on Form S-8; (i) a registration statement on Form S-1 or Form S-3, as applicable, covering the resale of shares sold

pursuant to the Permitted Equity Line, or (iii) such supplements or amendments to registration statements that are outstanding and

have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective

and available and not with respect to any Subsequent Placement (as defined below))). “Applicable Date” means the earlier

of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration

Statement pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available

for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant

to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company

has cured such Current Public Information Failure).

(k)            Additional

Issuance of Securities. So long as any Buyer beneficially owns any Securities, the Company will not, without the prior written consent

of the Required Holders, issue any Preferred Shares (other than to the Buyers as contemplated hereby) and the Company shall not issue

any other securities that would cause a breach or default under the Certificate of Designations or the Warrants. The Company agrees that

for the period commencing on the date hereof and ending on the date immediately following the 90th Trading Day after the Applicable

Date (provided that such period shall be extended by the number of calendar days during such period and any extension thereof contemplated

by this proviso on which any Registration Statement is not effective or any prospectus contained therein is not available for use or

any Current Public Information Failure exists) (the “Restricted Period”), neither the Company nor any of its Subsidiaries

shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance,

offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security

(including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the

1933 Act), any Common Stock Equivalents, any debt, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant,

disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent

Placement”). Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of (i) shares

of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity as

such pursuant to an Approved Stock Plan (as defined below), provided that (1) all such issuances (taking into account the shares

of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate,

exceed more than 5% of the Common Stock issued and outstanding immediately prior to the date hereof and (2) the exercise price of

any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the

terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares

of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock

issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the

conversion, exercise or other method of issuance (as the case may be) of any such Common Stock Equivalents is made solely pursuant to

the conversion, exercise or other method of issuance (as the case may be) provisions of such Common Stock Equivalents that were in effect

on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Common Stock Equivalents

(other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above)

is not lowered, none of such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved

Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the

terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an

Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects

any of the Buyers; (iii) the Conversion Shares, (iv) the Warrant Shares and (v) shares of Common Stock issued or issuable

pursuant to the Permitted Equity Line, including the commitment shares issuable in connection therewith (the “Commitment Shares”

and together with each of the foregoing in clauses (i) through (v), collectively the “Excluded Securities”).

“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company

prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may

be issued to any employee, officer or director for services provided to the Company in their capacity as such.

(l)            Reservation

of Shares. So long as any of the Preferred Shares or Warrants remain outstanding, the Company shall take all action necessary to

at all times have authorized, and reserved for the purpose of issuance (i) if prior to the Stockholder Approval Date, 60,000,000

shares of Common Stock or (ii) from and after the Stockholder Approval Date, at least 200% of the maximum number of Conversion Shares

issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) all Additional Preferred

Shares issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date, (y) the Preferred Shares

are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination,

and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the

Certificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (assuming

for purposes hereof that (x) all Additional Warrants issuable hereunder shall have been issued at an Additional Closing on the Initial

Closing Date and (y) any such exercise shall not take into account any limitations on the exercise of the Warrants set forth therein)

(collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock

reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or

redemption, as applicable of Preferred Shares and Warrants. If at any time the number of shares of Common Stock authorized and reserved

for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to

authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize

additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number

of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares

of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient

to meet the Required Reserve Amount.

(m)            Conduct

of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation

of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,

in a Material Adverse Effect.

(n)            Other

Preferred Shares; Variable Securities. Until the later of (x) the Additional Closing Expiration Date and (y) the date no

Preferred Shares remain outstanding (the “Covenant Defeasance Date”), the Company and each Subsidiary shall be prohibited

from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction (other than the

Permitted Equity Line). “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues

or sells any Common Stock Equivalents either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or

varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such Common

Stock Equivalents, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after

the initial issuance of such Common Stock Equivalents or upon the occurrence of specified or contingent events directly or indirectly

related to the business of the Company or the market for the Common Stock, other than pursuant to a customary “weighted average”

anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line of credit or an “at-the-market”

offering) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and customary “preemptive”

or “participation” rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries

to preclude any such issuance, which remedy shall be in addition to any right to collect damages. “Permitted Equity Line”

means the securities issuable under the equity line of credit pursuant to that certain Share Purchase Agreement, by and between (“Investor”) and the Company, executed on or about the date hereof, as amended and in effect

as of the date hereof.

(o)            Participation

Right. At any time on or prior to the second anniversary of the Initial Closing Date hereunder, neither the Company nor any of its

Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(o).

The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately,

to each Buyer.

(i)            At

least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written

notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without

limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains

material, non-public information, a statement asking whether the Investor is willing to accept material non-public information or (B) if

the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes

or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material,

non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below)

with respect to such Subsequent Placement upon its written request. Upon the written request of a Buyer within three (3) Trading

Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company

shall promptly, but no later than one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the

“Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities

being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and

describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and

the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or

with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with

such Buyer in accordance with the terms of the Offer such Buyer’s pro rata portion of 30% of the Offered Securities, provided that

the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(o) shall be (x) based

on such Buyer’s pro rata portion of the aggregate number of Preferred Shares purchased hereunder by all Buyers on the Initial Closing

Date (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional

portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or

acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which

process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount.

(ii)            To

accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th)

Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion

of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount,

the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).

If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth

an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for,

the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference

between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”),

each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription

Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts,

subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires

to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each

Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt

of such new Offer Notice.

(iii)            The

Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange

all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)

pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described

in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest

rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer

Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the

consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent

Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement

and any documents contemplated therein filed as exhibits thereto.

(iv)            In

the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms

specified in Section 4(o)(iii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice

of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall

be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(o)(ii) above

multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes

to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(o) prior

to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any

Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue,

sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered

to the Buyers in accordance with Section 4(o)(i) above.

(v)            Upon

the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from the Company,

and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced

pursuant to Section 4(o)(iv) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The

purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and

such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such

Buyer and its counsel.

(vi)            Any

Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(o) may not be issued, sold or

exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.

(vii)            The

Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement

with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)

shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities

of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in

connection with, any agreement previously entered into with the Company or any instrument received from the Company, and (y) any

registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights

contained in the Registration Rights Agreement.

(viii)            Notwithstanding

anything to the contrary in this Section 4(o) and unless otherwise agreed to by such Buyer, the Company shall either confirm

in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose

its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any

material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth

(5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and

no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been

abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company or any of its

Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide

such Buyer with another Offer Notice and such Buyer will again have the right of participation set forth in this Section 4(o). The

Company shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly

contemplated by the last sentence of Section 4(o)(ii).

(ix)            The

restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The

Company shall not circumvent the provisions of this Section 4(o) by providing terms or conditions to one Buyer that are not

provided to all.

(p)            Dilutive

Issuances During the period commencing on the Initial Closing Date and ending on the third (3rd) anniversary of the Initial

Closing Date, the Company shall not, in any manner, grant, issue or sell (or enter into any agreement to grant, issue or sell),

including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding

any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold, for a consideration per share less

than a price equal to the Conversion Price (as defined in the Certificate of Designations) in effect immediately prior to such

granting, issuance or sale or deemed granting, issuance or sale.

(q)            Passive

Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective

businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within

the meaning of Section 1297 of the Code.

(r)            Restriction

on Redemption and Cash Dividends. Prior to the Covenant Defeasance Date, the Company shall not, directly or indirectly, redeem, or

declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Buyers

(other than as required by the Certificate of Designations).

(s)            Corporate

Existence. So long as any Buyer beneficially owns any Preferred Shares or Warrants, the Company shall not be party to any Fundamental

Transaction (as defined in the Certificate of Designations) unless the Company is in compliance with the applicable provisions governing

Fundamental Transactions set forth in the Certificate of Designations and the Warrants.

(t)            Stock

Splits. Prior to the Covenant Defeasance Date, the Company shall not effect any stock combination, reverse stock split or other similar

transaction (or make any public announcement or disclosure with respect to any of the foregoing) without the prior written consent of

the Required Holders except as necessary to maintain the listing of the Common Stock on the Principal Market.

(u)            Conversion

and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of

Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality

of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred Shares. Except as provided in Section 5(d),

no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert

their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the

Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations

and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in

order to convert the Preferred Shares or exercise the Warrants.

(v)            Regulation

M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the

Securities contemplated hereby.

(w)         General

Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person

acting on behalf of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form

of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article,

notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any

seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(x)         Integration.

None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf

of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration

of the Securities under the 1933 Act or require stockholder approval under the rules and regulations of the Principal Market and

the Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated

for purposes of the 1933 Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated

hereby.

(y)         Notice

of Disqualification Events. The Company will notify the Buyers in writing, prior to each Closing Date of (i) any Disqualification

Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification

Event relating to any Issuer Covered Person.

(z)         Stockholder

Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders

(the “Stockholder Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders of the

Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof,

but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory

agency, in no event later than 90 calendar days after the Initial Closing), an information statement with respect thereto or (y) provide

each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”),

which shall be promptly called and held not later than the earlier of (I) the sixtieth (60th) calendar day after the Initial Closing

Date and (II) the date of the Company’s next annual meeting of stockholders (the “Stockholder Meeting Deadline”),

a proxy statement, in each case, in a form reasonably acceptable to the Buyers and Meister Seelig & Fein PLLC, at the expense

of the Company, with the Company obligated to reimburse the expenses of Meister Seelig & Fein PLLC incurred in connection therewith

in an amount not exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative

vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval

of (A) an increase in the Company’s authorized shares of Common Stock from 300,000,000 to 5,000,000,000, (B) the amendment

of the Certificate of Incorporation to remove the Company’s inability to obtain stockholder approval by written consent, (C) the

issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations

on conversion or exercise set forth in the Certificate of Designations or Warrants, respectively, and without giving effect to the limitation

on the Conversion Floor Price (as defined in the Certificate of Designations) pursuant to Section 8(j) of the Certificate

of Designation), (D) a reverse stock split of the Common Stock in such ratio as determined by the Board of Directors of the Company

in order to comply with the continued listing standards of the Principal Market, (E) an increase in the number of shares of Common

Stock issuable under the Company's 2021 Equity Incentive Plan, as amended, in such amount as determined by the Board of Directors of

the Company, and (F) if the Stockholder Meeting is held in connection with an annual meeting of stockholders, such other resolutions

as may be determined by the Board of Directors of the Company (such affirmative approval being referred to herein as the “Stockholder

Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the

Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board

of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to seek

to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder

Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to

be held on or prior to the forty-fifth (45th) calendar day following the failure to obtain Stockholder Approval. If, despite the Company’s

reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause

an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. The Company shall

not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate of Designations) less than the Conversion

Floor Price until the Company shall have obtained the Stockholder Approval and Section 8(j) of the Certificate of Designation

is no longer applicable (or, if earlier, the Covenant Defeasance Date).

(bb)         Consultant.

The Company shall, within thirty (30) days of the Initial Closing Date, retain a consultant, recommended by the Required Holders and

reasonably acceptable to the Company, to provide advice on strategic acquisitions and new business development and related consulting

services, for compensation not to exceed $240,000.00.

(cc)         Closing

Documents. On or prior to fourteen (14) calendar days after each Closing Date, the Company agrees to deliver, or cause to be delivered,

to each Buyer and Meister Seelig & Fein PLLC a complete closing set of the executed Transaction Documents, Securities and any

other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

5.            REGISTER;

TRANSFER AGENT INSTRUCTIONS; LEGEND.

(a)            Register.

The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice

to each holder of Securities), a register for the Preferred Shares and the Warrants in which the Company shall record the name and address

of the Person in whose name the Preferred Shares and the Warrants have been issued (including the name and address of each transferee),

the aggregate number of Preferred Shares held by such Person, the number of Conversion Shares issuable pursuant to the terms of the Certificate

of Designations and the number of Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the

(b)            Transfer

Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as

applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent

Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”),

registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as

specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or the exercise of the Warrants (as

the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred

to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company

to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and

records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects

a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall

promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in

such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale,

assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration

statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as the

case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by

it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law

for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened

breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available

remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of

showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion

referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in

the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with

the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares and the Warrant Shares)

pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set

forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend

in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE

SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN][THE

SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE

SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN

EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO

THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED

UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE

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

BY THE SECURITIES.

(d)            Removal

of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above

or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities

is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is

not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144

(provided that a Buyer provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer

under Rule 144 which shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or

other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer,

in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration

under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933

Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required

pursuant to the foregoing, the Company shall no later than one (1) Trading Day (or such earlier date as required pursuant to the

1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such

legended certificate representing such Securities to the Company) following the delivery by a Buyer to the Company or the transfer agent

(with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures

guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries

from such Buyer as may be required above in this Section 5(d), as directed by such Buyer, either: (A) provided that the Company’s

transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and such Securities

are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to which such Buyer shall be entitled

to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if

the Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a

certificate representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or

its designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s

designee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the

“Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend

to such Buyer or such Buyer’s designee with DTC, as applicable, the “Share Delivery Date”). The Company shall

be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with

respect to any Securities in accordance herewith.

(e)            Failure

to Timely Deliver; Buy-In. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered)

to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in FAST, a certificate

for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion

Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in FAST,

to credit the balance account of such Buyer or such Buyer’s designee with DTC for such number of Conversion Shares or Warrant Shares

(as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration

Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer

pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable

Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so

notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive

legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by

such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its

Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as

a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”),

then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Share

Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common

Stock not issued to such Buyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading

price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery

by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable

Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent

is not participating in FAST, the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common

Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyer

or such Buyer’s designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by

such Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading

Day such Buyer acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of

a sale by such Buyer of shares of Common Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above that

such Buyer is entitled to receive from the Company (a “Buy-In”), then the Company shall, within one (1) Trading

Day after such Buyer’s request and in such Buyer’s discretion, either (i) pay cash to such Buyer in an amount equal

to such Buyer’s total purchase price (including brokerage commissions, stock loan costs, and other out-of-pocket expenses, if any,

for the shares of Common Stock so acquired) (including, without limitation, by any other Person in respect, or on behalf, of such applicable

Buyer) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit

such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to

so deliver to such Buyer a certificate or certificates or credit the balance account of such Buyer or such Buyer’s designee with

DTC representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations

hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such

number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by

the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any

Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares

or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit

such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation,

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

representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof.

Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall

not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice

Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations or Warrant, as

applicable, with respect to the Preferred Shares or Warrants, as applicable, then held by such Buyer.

(f)            FAST

Compliance. While any Warrants remain outstanding, the Company shall maintain a transfer agent that participates in FAST.

6.            CONDITIONS

TO THE COMPANY’S OBLIGATION TO SELL.

(a)            The

obligation of the Company hereunder to issue and sell the Initial Preferred Shares and the related Warrants to each Buyer at the Initial

Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these

conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing

each Buyer with prior written notice thereof:

(i)            Such

Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii)            Such

Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less, in the case of any Buyer, the amounts

withheld pursuant to Section 4(g)) for the Initial Preferred Shares and the related Warrants being purchased by such Buyer at the

Initial Closing by wire transfer of immediately available funds in accordance with the Initial Flow of Funds Letter.

(iii)            The

representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the

Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,

which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material

respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such

Buyer at or prior to the Initial Closing Date.

(b)            The

obligation of the Company hereunder to issue and sell the applicable Additional Preferred Shares and the applicable related Warrants

to each Buyer at any Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each

of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company

at any time in its sole discretion by providing each Buyer with prior written notice thereof:(i)

(i)            Such

Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii)            Such

Buyer and each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the case of any Buyer,

the amounts withheld pursuant to Section 4(g)) for such Additional Preferred Shares and the related Warrants being purchased by

such Buyer at such applicable Additional Closing by wire transfer of immediately available funds in accordance with the applicable Additional

Flow of Funds Letter.

(iii)            The

representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of such

Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific

date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material

respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such

Buyer at or prior to such applicable Additional Closing Date.

7.            CONDITIONS

TO EACH BUYER’S OBLIGATION TO PURCHASE.

(a)            The

obligation of each Buyer hereunder to purchase its Initial Preferred Shares and its related Warrants at the Initial Closing is subject

to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for

each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior

written notice thereof:

(i)            The

Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company

shall have duly executed and delivered to such Buyer (A) a stock certificate (or evidence of book entry, as applicable) of the Company

for such aggregate number of Initial Preferred Shares as set forth across from such Buyer’s name in column (3) of the Schedule

of Buyers as being purchased by such Buyer at the Initial Closing pursuant to this Agreement and (B) a Warrant initially exercisable

for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of

Buyers, in each case, as being purchased by such Buyer at the Initial Closing pursuant to this Agreement.

(ii)            Such

Buyer shall have received the opinion of Sheppard, Mullin Richter & Hampton LLP, the Company’s counsel, dated as of the

Initial Closing Date, in the form acceptable to such Buyer.

(iii)            The

Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer,

which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(iv)            The

Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware

issued by the Delaware Secretary of State as of a date within ten (10) days of the Initial Closing Date.

(v)            The

Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good

standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required

to so qualify, as of a date within ten (10) days of the Initial Closing Date.

(vi)            The

Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as

certified by the Delaware Secretary of State within ten (10) days of the Initial Closing Date.

(vii)            The

Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company

and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s

board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company, and (iii) the

Bylaws of the Company, each as in effect at the Initial Closing.

(viii)            Each

and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Initial Closing

Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall

be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date.

Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Initial Closing

Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such

Buyer.

(ix)            The

Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common

Stock outstanding on the Initial Closing Date immediately prior to the Initial Closing.

(x)            The

Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have

been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension

by the SEC or the Principal Market have been threatened, as of the Initial Closing Date, either (I) in writing by the SEC or the

Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market.

(xi)            The

Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the

Securities, including without limitation, those required by the Principal Market, if any.

(xii)            No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by

any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by

the Transaction Documents.

(xiii)            Since

the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material

Adverse Effect.

(xiv)            The

Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares

and the Warrant Shares.

(xv)            Such

Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Financial Officer of the Company, setting

forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Initial Flow of Funds Letter”).

(xvi)            The

Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions

contemplated by this Agreement as such Buyer or its counsel may reasonably request.

(b)         The

obligation of each Buyer hereunder to purchase the applicable Additional Preferred Shares and the applicable related Warrants at any

Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions,

provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion

by providing the Company with prior written notice thereof:

(i)               The Company shall

have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have

duly executed and delivered to such Buyer (A) a stock certificate (or evidence of book entry, as applicable) of the Company

for such aggregate number of Preferred Shares and (B) a Warrant initially exercisable for such aggregate number of Warrant

Shares as set forth in the applicable Additional Closing Notice, in each case, as being purchased by such Buyer at such Additional

Closing pursuant to this Agreement.

(ii)             Such Buyer shall

have received the opinion of Sheppard, Mullin, Richter & Hampton LLP, the Company’s counsel, dated as of such

Additional Closing Date, in the form acceptable to such Buyer.

(iii)            The

Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer,

which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(iv)            The

Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware

issued by the Delaware Secretary of State as of a date within ten (10) days of such Additional Closing Date.

(v)            The

Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good

standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required

to so qualify, as of a date within ten (10) days of such Additional Closing Date.

(vi)            The

Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and Certificate of Designations as certified

by the Delaware Secretary of State within ten (10) days of such Additional Closing Date.

(vii)            The

Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company

and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the

Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company,

and (iii) the Bylaws of the Company, each as in effect at such Additional Closing.

(viii)            Each

and every representation and warranty of the Company shall be true and correct as of the date when made and as of such Additional Closing

Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall

be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to such Additional Closing

Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of such Additional

Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable

to such Buyer.

(ix)            The

Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common

Stock outstanding on such Additional Closing Date immediately prior to such Additional Closing.

(x)            The

Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have

been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall

suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (I) in writing by

the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market.

(xi)            The

Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the

Securities, including without limitation, those required by the Principal Market, if any.

(xii)            No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by

any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by

the Transaction Documents.

(xiii)            Since

the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material

Adverse Effect.

(xiv)            The

Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares

and the Warrant Shares.

(xv)            Such

Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Financial Officer of the Company, setting

forth the wire amounts of each Buyer and the wire transfer instructions of the Company (each, an “Additional Flow of Funds Letter”).

(xvi)            The

Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions

contemplated by this Agreement as such Buyer or its counsel may reasonably request.

8.            TERMINATION.

In the event that the Initial

Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the

right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such

date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this

Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated

by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the

Preferred Shares and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such

termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above.

Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the

terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance

by any other party of its obligations under this Agreement or the other Transaction Documents.

9.            MISCELLANEOUS.

(a)            Governing

Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement

shall be governed by the internal laws of the State of New York, without giving effect to any provision of law or rule (whether

of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the

State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The

City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other

Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert

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

action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by

mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing

suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such

Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE

TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR

IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(b)            Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature

is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature

page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such signature page were an original thereof.

Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation

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

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

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

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

which they are found.

(d)            Severability;

Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable

by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended

to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall

not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express,

without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity

or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations

of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor

in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect

of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the

contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable),

it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the

case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts

that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly,

if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially

determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made

by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive

effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment

shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other

amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For

greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such

Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another

applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

(e)            Entire

Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto

and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company,

its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with

respect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction

Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire

understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this

Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered

into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect

to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of

the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into

prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received

from the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full

force and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty,

covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision

of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below),

and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding

on all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies

to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without

such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be

effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders

may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of

this Section 9(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall

be effective to the extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party

gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written

consent (which may be granted or withheld in such Buyer’s sole discretion). No consideration (other than reimbursement of legal

fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction

Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, all holders of the Preferred

Shares or all holders of the Warrants (as the case may be). From the date hereof and while any Preferred Shares or Warrants are outstanding,

the Company shall not be permitted to receive any consideration from a Buyer or a holder of Preferred Shares or Warrants that is not

otherwise contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company or any Subsidiary (i) to

treat such Buyer or holder of Preferred Shares or Warrants in a manner that is more favorable than to other similarly situated Buyers

or holders of Preferred Shares or Warrants, as applicable, or (ii) to treat any Buyer(s) or holder(s) of Preferred Shares

or Warrants in a manner that is less favorable than the Buyer or holder of Preferred Shares or Warrants that is paying such consideration;

provided, however, that the determination of whether a Buyer has been treated more or less favorably than another Buyer shall disregard

any securities of the Company purchased or sold by any Buyer. The Company has not, directly or indirectly, made any agreements with any

Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction

Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment

or promise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement

for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that (x) no due diligence or other investigation

or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on,

or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in

this Agreement or any other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document

is expressly preceded by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents

shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s

representations and warranties contained in this Agreement or any other Transaction Document. “Required Holders” means

(I) prior to the Initial Closing Date, each Buyer entitled to purchase Preferred Shares at the Initial Closing and (II) on

or after the Initial Closing Date, (x) Investor so long as Investor holds any Securities or has the right to acquire any Securities

hereunder (or any Common Stock Equivalents issued in exchange for any of the foregoing), or (y) thereafter, holders of a majority

of the Registrable Securities as of such time (excluding any Registrable Securities held by the Company or any of its Subsidiaries as

of such time) issued or issuable hereunder or pursuant to the Certificate of Designations and/or the Warrants (or the Buyers, with respect

to any waiver or amendment of Section 4(o)).

(f)            Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent

by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the

sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not

be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day

delivery specified, in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for

such communications shall be:

If to the Company:

SMARTKEM, Inc.

Manchester Technology Center, Hexagon Tower

Delaunays Road, Blackley

Manchester, M9 8GQ U.K.

Attention: Barbra Keck, CFO

With a copy (for informational purposes only) to:

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Attention: Richard A. Friedman, Esq

If to the Transfer Agent:

Equiniti Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

If to a Buyer, to its mailing address and e-mail

address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,

with a copy (for informational purposes only) to:

Meister Seelig & Fein PLLC

125 Park Avenue, 7th Floor

New York, NY 10017

Telephone: (212) 655-3500

Attention: Louis Lombardo, Esq.

or to such other mailing address and/or e-mail

address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party

five (5) days prior to the effectiveness of such change, provided that Meister Seelig & Fein PLLC shall only be provided

copies of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver

or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date and

recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt

by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g)            Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,

including any purchasers of any of the Preferred Shares and Warrants. The Company shall not assign this Agreement or any rights or obligations

hereunder without the prior written consent of the Required Holders, including, without limitation, by way of a Fundamental Transaction

(as defined in the Warrants) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set

forth in the Warrants) or a Fundamental Transaction (as defined in the Certificate of Designations) (unless the Company is in compliance

with the applicable provisions governing Fundamental Transactions set forth in the Certificate of Designations). A Buyer may assign some

or all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which

event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.

(h)            No

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors

and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees

referred to in Section 9(k).

(i)            Survival.

The representations, warranties, agreements and covenants shall survive each Closing. Each Buyer shall be responsible only for its own

representations, warranties, agreements and covenants hereunder.

(j)            Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)            Indemnification.

In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and

in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify

and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors,

employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without

limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)

from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses

in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is

sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred

by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or

warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or

obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding

or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf

of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution,

delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole

or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure properly made by such

Buyer pursuant to Section 4(i), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company

pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation,

as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing

undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction

of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics

and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6

of the Registration Rights Agreement.

(l)            Construction.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of

strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability

of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers

in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding

anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or

warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability

of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect

short sales or similar transactions in the future.

(m)            Remedies.

Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all

rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time

under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under

any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to

recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore,

the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such

Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the

Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent

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

damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall

be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in

equity (including a decree of specific performance and/or other injunctive relief).

(n)            Withdrawal

Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents,

whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does

not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole

discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand

or election in whole or in part without prejudice to its future actions and rights.

(o)            Payment

Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the

other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments

or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,

set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver

or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable

cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall

be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United

States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall

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

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

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

Journal on the relevant date of calculation.

(p)            Judgment

Currency.

(i)            If

for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Document

in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this

Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement, the

conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:

(1)            the

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

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

(2)            the

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

such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion

Date”).

(ii)            If

in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2)  above, there is a change

in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable

party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the

Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with the amount

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

(iii)            Any

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

for any other amounts due under or in respect of this Agreement or any other Transaction Document.

(q)            Independent

Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not

joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of

any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by

any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not

so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the

Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such

obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers

are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions

contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has

been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer

in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection

with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company

and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the

transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect

and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents,

and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of

a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company,

not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because

it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement

and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its

Subsidiaries and the Buyers collectively and not between and among the Buyers.

[signature pages follow]

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly

executed as of the date first written above.

COMPANY:

SMARTKEM, INC.

By:

Name:

Title:

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly

executed as of the date first written above.

BUYER:

By:

Name:

Title:

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly

executed as of the date first written above.

BUYER:

By:

Name:

Title:

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2610643d1_ex10-2.htm · Sequence: 5

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March __, 2026, is by and among SMARTKEM

Inc., a Delaware corporation with offices located at Manchester Technology Center, Hexagon Tower, Delaunays Road, Blackley, Manchester,

M9 8GQ U.K. (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the

“Buyers”).

RECITALS

A.            In

connection with the Securities Purchase Agreement by and among the parties hereto, dated as of March __, 2026 (the “Securities

Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement,

to issue and sell to each Buyer (i) Preferred Shares (as defined in the Securities Purchase Agreement) which will be convertible

into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Certificate of Designations

(as defined in the Securities Purchase Agreement) and (ii) Warrants (as defined in the Securities Purchase Agreement) which will

be exercisable to purchase Warrant Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Warrants.

B.            To

induce the Buyers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide

certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar

successor statute (collectively, the “1933 Act”), and applicable state securities laws.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:

1.            Definitions.

Capitalized terms used herein

and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement,

the following terms shall have the following meanings:

(a)            “Business

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

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

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

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

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

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

(b)            “Effective

Date” means the date that the applicable Registration Statement has been declared effective by the SEC.

Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),

the earlier of the (A) 60th calendar day (or the 120th calendar day if subject to a full review by the SEC) after the

Initial Closing Date and (B) 2nd Business Day after the date the Company is notified (orally or in writing, whichever is earlier)

by the SEC that such Registration Statement will not be reviewed or will not be subject to further review and (ii) with respect to

any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the

(A) 60th calendar day (or the 120th calendar day if subject to a full review by the SEC) following the date on which the

Company was required to file such additional Registration Statement and (B) 2nd Business Day after the date the Company

is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not

be subject to further review.

(d)            “Filing

Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to

Section 2(a), the tenth (10th) day following the Company’s filing with the Commission of its annual report on Form 10-K

for the year-ended December 31, 2025, and (ii) with respect to any additional Registration Statements that may be required to

be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration

Statement pursuant to the terms of this Agreement.

(e)            “Initial

Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.

(f)            “Investor”

means a Buyer or any transferee or assignee of any Registrable Securities, Preferred Shares or Warrants, as applicable, to whom a Buyer

assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9

and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities, Preferred Shares or Warrants, as

applicable, assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with

Section 9.

(g)            “Person”

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

or a government or any department or agency thereof.

(h)            “register,”

“registered,” and “registration” refer to a registration effected by preparing and filing one or

more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such

Registration Statement(s) by the SEC.

(i)            “Registrable

Securities” means (i) the Conversion Shares, (ii) the Warrant Shares and (iii) any capital stock of the Company

issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Preferred Shares or the Warrants, including, without

limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares

of capital stock of the Company into which the shares of Common Stock (as defined in the Certificate of Designations) are converted or

exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which the shares of Common Stock are converted

or exchanged, in each case, without regard to any limitations on conversion of the Preferred Shares or exercise of the Warrants.

(j)            “Registration

Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering Registrable

Securities.

(k)            “Required

Holders” shall have the meaning as set forth in the Securities Purchase Agreement.

(l)            “Required

Registration Amount” means, as of any time of determination, the sum of (i) 200% of the maximum number of Conversion Shares

issuable upon conversion of the Preferred Shares (including any Additional Preferred Shares (as defined in the Securities Purchase Agreement)

actually issued and sold by the Company pursuant to the Securities Purchase Agreement, (y) the Preferred Shares are convertible at

the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the

Certificate of Designations) as of such date of determination, and (z) any such conversion shall not take into account any limitations

on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) the maximum number of Warrant Shares

issuable upon exercise of the Warrants (including any Additional Warrants (as defined in the Securities Purchase Agreement) issued pursuant

to the Securities Purchase Agreement at an Additional Closing (as defined in the Securities Purchase Agreement)) and (y) any such

exercise shall not take into account any limitations on the exercise of the Warrants set forth therein), all subject to adjustment as

provided in Section 2(d) and/or Section 2(f).

(m)            “Rule 144”

means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar

or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public

without registration.

(n)            “Rule 415”

means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar

or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.

(o)            “SEC”

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

2.            Registration.

(a)            Mandatory

Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the

SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that such initial

Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount

as of the date such Registration Statement is initially filed with the SEC; provided further that if Form S-3 is unavailable for

such a registration, the Company shall use such other form as is required by Section 2(c). Such initial Registration Statement, and

each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed

by the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially

the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have such initial Registration

Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the

SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.

(b)            Legal

Counsel. Subject to Section 5 hereof, Mesiter Seelig & Fein PLLC, counsel solely to the lead investor (“Legal

Counsel”) shall review and oversee any registration, solely on behalf of the lead investor, pursuant to this Section 2.

to Use Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities

hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably

acceptable to the Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form S-3 as soon

as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until

such time as a Registration Statement on Form S-3 covering the resale of all the Registrable Securities has been declared effective

by the SEC and the prospectus contained therein is available for use.

(d)            Sufficient

Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient to cover

all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the

Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration Statement (if permissible), or file with

the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required

Registration Amount as of the Trading Day (as defined in the Warrants) immediately preceding the date of the filing of such amendment

or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity

therefor arises (but taking account of any Staff (as defined below) position with respect to the date on which the Staff will permit such

amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company

shall use its reasonable best efforts to cause such amendment to such Registration Statement and/or such new Registration Statement (as

the case may be) to become effective as soon as practicable following the filing thereof with the SEC, but in no event later than the

applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available

under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the

number of shares of Common Stock available for resale under the applicable Registration Statement is less than the product determined

by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The calculation set forth in the foregoing

sentence shall be made without regard to any limitations on conversion, amortization and/or redemption of the Preferred Shares or exercise

of the Warrants (and such calculation shall assume (A) that the Preferred Shares are then convertible in full into shares of Common

Stock at the then prevailing Conversion Rate (as defined in the Certificate of Designations), (B) the Preferred Shares remain outstanding

and no redemptions of the Preferred Shares occurs and (C) the Warrants are then exercisable in full into shares of Common Stock at

the then prevailing Exercise Price (as defined in the Warrants)).

(e)            Effect

of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering

the resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section 2(f))

and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline

for such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a Registration

Statement without affording each Investor and Legal Counsel the opportunity to review and comment on the same as required by Section 3(c) hereof,

the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure)

or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness

Failure”) (it being understood that if on the Business Day immediately following the Effective Date for such Registration Statement

the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in

accordance with Section 3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed

to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during

an Allowable Grace Period (as defined below), on any day after the Effective Date of a Registration Statement sales of all of the Registrable

Securities required to be included on such Registration Statement (disregarding any reduction pursuant to Section 2(f)) cannot be

made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement

effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension

or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market (as defined in the Securities Purchase

Agreement) or any other limitations imposed by the Principal Market, or a failure to register a sufficient number of shares of Common

Stock or by reason of a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance

Failure”), or (iii) if a Registration Statement is not effective for any reason or the prospectus contained therein is

not available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1),

including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) the

Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall

fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current Public Information Failure”) as a result

of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation,

volume restrictions), then, as partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability

to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity,

including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such

Registration Statement an amount in cash equal to two percent (2%) of such Investor’s Purchase Price (as defined in the Securities

Purchase Agreement) on the Initial Closing Date (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure

or Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until

such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure

until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such

Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144

(in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities shall

be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.” Following

the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure,

as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior

to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd)

Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in accordance with

the foregoing, such Registration Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated for partial months)

until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect

to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal

Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without

restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information

required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

(f)            Offering.

Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant

to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering

pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf

of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become

effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market

by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an

“underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors

until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making

such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number

of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor

or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position,

in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of

Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares

by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation

of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires

any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified

as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent

to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total

number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does

not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this

paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement.  In

the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to

require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within

twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC)

for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and

keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements

hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold

pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may

be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking

account of any Staff position with respect to “affiliate” status) and without the need for current public information required

by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in

any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that

have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right

under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order

to permit the resale thereof by such Investor as contemplated above).

(g)            Piggyback

Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, if there is not

an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for

use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering

for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8

(each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with

any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee

benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15)

days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration

statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however,

the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for

resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current

public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective

Registration Statement.

(h)            Allocation

of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in

the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable

Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase

thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable

Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining

number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares

of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities

covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities

then held by such Investors which are covered by such Registration Statement.

(i)            No

Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration

Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined

in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its

security holders, except as otherwise permitted under the Securities Purchase Agreement.

3.            Related

Obligations.

The Company shall use its

reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition

thereof, and, pursuant thereto, the Company shall have the following obligations:

(a)            The

Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but in no

event later than the applicable Filing Deadline) and use its reasonable best efforts to cause such Registration Statement to become effective

as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods,

the Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant to Rule 415

for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times until

the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the “Registration

Period”). Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and

at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and

the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement

(1) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or

necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not

misleading and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted)

all material information regarding the Company and its securities. The Company shall submit to the SEC, within one (1) Business Day

after the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the

Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be) and (ii) the consent

of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration

of effectiveness of such Registration Statement to a time and date not later than forty-eight (48) hours after the submission of

such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable,

but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in

order for a Registration Statement to be declared effective; provided, however, that is the response requires updated financial statements

at the end of any calendar quarter or calendar year, then the fifteen (15) day period may be extended for an additional fifteen (15) calendar

days in order for the Company to update any required financial statement information.

(b)            Subject

to Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation,

post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each such Registration

Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each

such Registration Statement effective at all times during the Registration Period for such Registration Statement, and, during such period,

comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be

covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance

with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; provided, however,

by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file with the SEC in

accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to the applicable

Registration Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements

to any Registration Statement which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this

Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report

under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall, if permitted under the applicable

rules and regulations of the SEC, have incorporated such report by reference into such Registration Statement, if applicable, or

shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement

for the Company to amend or supplement such Registration Statement.

Company shall (A) permit Legal Counsel and legal counsel for each other Investor to review and comment upon (i) each Registration

Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration

Statement (including, without limitation, the prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports

on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to

their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal

Counsel or any legal counsel for any other Investor reasonably objects. The Company shall not submit a request for acceleration of the

effectiveness of a Registration Statement or any amendment or supplement thereto or to any prospectus contained therein without the prior

consent of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel and legal

counsel for each other Investor, without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or its

representatives relating to each Registration Statement, provided that such correspondence shall not contain any material, non-public

information regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), (ii) after the same

is prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto,

including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an

Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) copy of the prospectus included

in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel and

legal counsel for each other Investor in performing the Company’s obligations pursuant to this Section 3.

(d)            The

Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,

(i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s) and

supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference,

if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration Statement,

ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such

other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including, without

limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate

the disposition of the Registrable Securities owned by such Investor.

(e)            The

Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification

applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue

sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments

(including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary

to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain

such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably

necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not

be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not

otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,

or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel, legal

counsel for each other Investor and each Investor who holds Registrable Securities of the receipt by the Company of any notification with

respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue

sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding

for such purpose.

(f)            The

Company shall notify Legal Counsel, legal counsel for each other Investor and each Investor in writing of the happening of any event,

as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement,

as then in effect, may include an untrue statement of a material fact or omission to state a material fact required to be stated therein

or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that

in no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject

to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement and such prospectus contained therein

to correct such untrue statement or omission and deliver ten (10) copies of such supplement or amendment to Legal Counsel, legal

counsel for each other Investor and each Investor (or such other number of copies as Legal Counsel, legal counsel for each other Investor

or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel, legal counsel for each other Investor

and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, when

a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to

Legal Counsel, legal counsel for each other Investor and each Investor by e-mail on the same day of such effectiveness and by overnight

mail), and when the Company receives written notice from the SEC that a Registration Statement or any post-effective amendment will be

reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus

or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement

would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for

any additional information relating to the Registration Statement or any amendment or supplement thereto or any related prospectus. The

Company shall respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or

any amendment thereto (it being understood and agreed that the Company’s response to any such comments shall be delivered to the

SEC no later than fifteen (15) Business Days after the receipt thereof).

(g)            The

Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness

of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of

an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension

is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify Legal Counsel, legal

counsel for each other Investor and each Investor who holds Registrable Securities of the issuance of such order and the resolution thereof

or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(h)            If

any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such

Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such Investor, on the

date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an Investor may reasonably

request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as

is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the

Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement,

in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.

(i)            If

any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such

Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall make available for inspection

by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained

by such Investor (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate

documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each

Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably

request; provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except

to such Investor) or use of any Record or other information which the Company’s board of directors determines in good faith to be

confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary to

avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (2) the release

of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction,

or (3) the information in such Records has been made generally available to the public other than by disclosure in violation of this

Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement). Such Investor agrees that it shall, upon

learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means,

give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or

to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the

Company and such Investor, if any) shall be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which

is otherwise consistent with applicable laws and regulations.

(j)            The

Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure

of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary

to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration

Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable

order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to

the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall,

upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent

jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s expense,

to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k)            Without

limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its reasonable best efforts either

to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on

which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities

is then permitted under the rules of such exchange, (ii) secure designation and quotation of all of the Registrable Securities

covered by each Registration Statement on an Eligible Market (as defined in the Securities Purchase Agreement), or (iii) if, despite

the Company’s reasonable best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in

satisfying the preceding clauses (i) or (ii), without limiting the generality of the foregoing, to use its reasonable best efforts

to arrange for at least two market makers to register with the Financial Industry Regulatory Authority (“FINRA”) as

such with respect to such Registrable Securities. In addition, the Company shall cooperate with each Investor and any broker or dealer

through which any such Investor proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110

as requested by such Investor. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(k).

(l)            The

Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the

timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered

pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case may be) as the Investors

may reasonably request from time to time and registered in such names as the Investors may request.

(m)            If

requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r) hereof,

(i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be

included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect

to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering

of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective

amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement

or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an Investor holding any Registrable

Securities.

(n)            The

Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered

with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable

Securities.

(o)            The

Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close

of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158

under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following

the applicable Effective Date of each Registration Statement.

(p)            The

Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection

with any registration hereunder.

(q)            Within

one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company

shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies

to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement

has been declared effective by the SEC in the form attached hereto as Exhibit A.

(r)            Notwithstanding

anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective Date of

a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company or

any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company,

in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”),

provided that the Company shall promptly notify the Investors in writing of the (i) existence of material, non-public information

giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such material, non-public

information to any of the Investors) and the date on which such Grace Period will begin and (ii) date on which such Grace Period

ends, provided further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five

(365) day period all such Grace Periods shall not exceed an aggregate of thirty (30) days, (II) the first day of any Grace Period

must be at least five (5) Trading Days after the last day of any prior Grace Period and (III) no Grace Period may exist

during the sixty (60) Trading Day period immediately following the Effective Date of such Registration Statement (provided that such sixty

(60) Trading Day period shall be extended by the number of Trading Days during such period and any extension thereof contemplated by this

proviso during which such Registration Statement is not effective or the prospectus contained therein is not available for use) (each,

an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, such Grace Period shall

begin on and include the date the Investors receive the notice referred to in clause (i) above and shall end on and include the later

of the date the Investors receive the notice referred to in clause (ii) above and the date referred to in such notice. The provisions

of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of each Grace

Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto

unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary contained in this Section 3(r),

the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with

the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor

has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement

to the extent applicable, prior to such Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet

settled.

(s)            The

Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investors of its Registrable

Securities pursuant to each Registration Statement.

(t)            Neither

the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing with

the SEC, the Principal Market or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not relieve the Company

of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement); provided,

however, that the foregoing shall not prohibit the Company from including the disclosure found in the “Plan of Distribution”

section attached hereto as Exhibit B in the Registration Statement.

(u)            Neither

the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after

the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights

granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.

4.            Obligations

of the Investors.

(a)            At

least three (3) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify

each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement.

It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect

to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself,

the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably

required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents

in connection with such registration as the Company may reasonably request.

(b)            Each

Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested

by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor has notified

the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration

Statement.

Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or

the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to

any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented

or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that

no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its

transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities

Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract

for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or

the first sentence of Section 3(f) and for which such Investor has not yet settled.

5.            Expenses

of Registration.

All reasonable expenses, other

than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2

and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees

(if any) and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall reimburse Legal Counsel

for its fees and disbursements in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement

which amount shall be limited to $10,000 for each such registration, filing or qualification.

6.            Indemnification.

(a)            To

the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each of

its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who

controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the directors, officers, shareholders, members,

partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding

such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Indemnified Person”),

against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including,

without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement

or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action,

claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative

or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified Person is or may be a party

thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings,

whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement

of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification

of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered

(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or

necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact

contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final

prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission

or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under

which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act,

the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating

to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the

matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c),

the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees

or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to

the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim

by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished

in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation

of such Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the

Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is

effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity

shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive

the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.

(b)            In

connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly indemnify,

hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,

each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the

1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them

may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based

upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity

with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and,

subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will reimburse an Indemnified Party

any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim;

provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained

in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written

consent of such Investor, which consent shall not be unreasonably withheld or delayed, provided further that such Investor shall be liable

under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor

as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full

force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of any

of the Registrable Securities by any of the Investors pursuant to Section 9.

after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement

of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified

Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under

this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall

have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly

noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person

or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall

have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the

indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to

assume the defense of such Claim and to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Party (as the

case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties)

include both such Indemnified Person or Indemnified Party (as the case may be) and the indemnifying party, and such Indemnified Person

or such Indemnified Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the

same counsel were to represent such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if such Indemnified

Person or such Indemnified Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel

at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such

counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying

party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified

Person or Indemnified Party (as the case may be)). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably cooperate

with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall

furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person (as the case may

be) which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case

may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying

party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however,

the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior

written consent of the Indemnified Party or Indemnified Person (as the case may be), consent to entry of any judgment or enter into any

settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such

Indemnified Party or Indemnified Person (as the case may be) of a release from all liability in respect to such Claim or litigation, and

such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided

for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may

be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure

to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve

such indemnifying party of any liability to the Indemnified Person or Indemnified Party (as the case may be) under this Section 6,

except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.

(d)            The

indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred.

(e)            The

indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified

Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject

to pursuant to the law.

7.            Contribution.

the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by

law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification

under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities

which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with

such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent

misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net

proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement.

Notwithstanding the provisions of this Section 7, no Investor shall be required to contribute, in the aggregate, any amount in excess

of the amount by which the net proceeds actually received by such Investor from the applicable sale of the Registrable Securities subject

to the Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would otherwise be required to

pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

8.            Reports

Under the 1934 Act.

With a view to making available

to the Investors the benefits of Rule 144, the Company agrees to:

(a)            make

and keep public information available, as those terms are understood and defined in Rule 144;

(b)            file

with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as

the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the

Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions

of Rule 144; and

to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,

if true, that it has complied with the reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934 Act,

(ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company

with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested

to permit the Investors to sell such securities pursuant to Rule 144 without registration.

9.            Assignment

of Registration Rights.

All or any portion of the

rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the case may be) of all

or any portion of such Investor’s Registrable Securities, Preferred Shares or Warrants if: (i) such Investor agrees in writing

with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished

to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable

time after such transfer or assignment (as the case may be), furnished with written notice of (a) the name and address of such transferee

or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being transferred or

assigned (as the case may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition

of such securities by such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities

laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this

sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained

herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements

of the Securities Purchase Agreement, the Certificate of Designations and the Warrants (as the case may be); and (vi) such transfer

or assignment (as the case may be) shall have been conducted in accordance with all applicable federal and state securities laws.

10.            Amendment

of Registration Rights.

Provisions

of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively

or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver that

complies with the foregoing, but that disproportionately, materially and adversely affects the rights and obligations of any Investor

relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such adversely affected

Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company,

provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders of Registrable

Securities or (2) imposes any obligation or liability on any Investor without such Investor’s prior written consent (which

may be granted or withheld in such Investor’s sole discretion). No waiver shall be effective unless it is in writing and

signed by an authorized representative of the waiving party. No consideration shall be offered or paid to any Person to amend or consent

to a waiver or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of legal fees)

also is offered to all of the parties to this Agreement.

11.            Miscellaneous.

(a)            Solely

for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed to

own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons

with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from

such record owner of such Registrable Securities.

(b)            Any

notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing

and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic

mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does

not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such

recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified,

in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications

shall be:

If to the Company:

SMARTKEM, Inc.

Manchester Technology Center, Hexagon Tower

Delaunays Road, Blackley

Manchester, M9 8GQ U.K.

Attention: Barbra Keck, CFO

With a copy (for informational purposes only) to:

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Attention: Richard A. Friedman, Esq

If to the Transfer Agent:

Equiniti Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

If to Legal Counsel:

Meister Seelig & Fein PLLC

125 Park Avenue, 7th Floor

New York, NY 10017

Attention: Louis Lombardo, Esq.

If to a Buyer, to

its mailing address and/or email address set forth on the Schedule of Buyers attached to the Securities Purchase Agreement, with copies

to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other mailing address and/or email address and/or

to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days

prior to the effectiveness of such change, provided that Meister Seelig & Fein PLLC shall only be provided notices sent to the

lead investor. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,

(B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail

or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or

receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,

shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur in the

event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions

of this Agreement by any other party hereto and to enforce specifically the terms and provisions hereof (without the necessity of showing

economic loss and without any bond or other security being required), this being in addition to any other remedy to which any party may

be entitled by law or equity.

(d)            All

questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws

of the State of New York, without giving effect to any provision of law or rule (whether of the State of New York or any other jurisdictions)

that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits

to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably

waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action

or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE

TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF

THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)            If

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

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

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

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

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

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

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

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

invalid or unenforceable provision(s).

(f)            This

Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein

and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter hereof and

thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.

This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced

herein and therein supersede all prior agreements and understandings among the parties hereto solely with respect to the subject matter

hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed

to) (i) have any effect on any agreements any Investor has entered into with the Company or any of its Subsidiaries prior to the

date hereof with respect to any prior investment made by such Investor in the Company, (ii) waive, alter, modify or amend in any

respect any obligations of the Company or any of its Subsidiaries or any rights of or benefits to any Investor or any other Person in

any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Investor and all

such agreements shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction

Documents.

(g)            Subject

to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted successors

and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any

Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections 6

and 7 hereof.

(h)            The

headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the

context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural

forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(i)            This

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

considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the

other party. In the event that any signature is delivered by facsimile transmission or by an email which contains a portable document

format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing

(or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(j)            Each

party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such

other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and

accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)            The

language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of

strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section 10, terms used

in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Initial Closing

Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.

(l)            All

consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified

in this Agreement, by the Required Holders, determined as if all of the outstanding Preferred Shares then held by the Investors have been

converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion of the Preferred

Shares and the outstanding Warrants then held by Investors have been exercised for Registrable Securities without regard to any limitations

on exercise of the Warrants.

(m)            This

Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person.

(n)            The

obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations of

any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under

this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by

any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors

do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that

the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated

by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group,

and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement or

any of the other the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including,

without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary

for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect

to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision of any Investor,

and was done solely for the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly

understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and

an Investor, solely, and not between the Company and the Investors collectively and not between and among Investors.

[signature page follows]

IN WITNESS WHEREOF,

each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed

as of the date first written above.

COMPANY:

SMARTKEM, INC.

By:

Name:

Title:

IN WITNESS WHEREOF,

each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed

as of the date first written above.

BUYERS:

By:

Name:

Title:

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement

to be duly executed as of the date first written above.

[OTHER BUYERS]

By:

Name:

Title:

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2610643d1_ex10-3.htm · Sequence: 6

Exhibit 10.3

COMMON

STOCK PURCHASE AGREEMENT

This

COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 30, 2026 (this “Agreement”),

by and among (the “Investor”), and SMARTKEM, Inc., a Delaware corporation (the “Company”).

RECiTALS

WHEREAS,

the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell

to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (a) $500,000,000

and (b) 19.99% of the Company’s outstanding shares of common stock, par value $0.0001 per share (“Common Stock”),

as of the date of this Agreement (to the extent applicable under Section 2.4 hereof), unless (i) Stockholder Approval is obtained

or (ii) the price of applicable sales of Common Stock to the Investor under this Agreement equals or exceeds the lower of (A) the

official Closing Sale Price on the Nasdaq Capital Market or any nationally recognized successor thereto (the “NCM”)

immediately preceding the delivery of the applicable VWAP Purchase notice and (B) the arithmetic average of the Closing Sale Prices

of the Common Stock on the NCM for the five business days immediately preceding the delivery of such VWAP Purchase notice (in each case

plus an incremental amount to take into account the Commitment Shares), such that the sales of such Common Stock to the Investor would

not count toward the 19.99% because they are “at market” under applicable NCM rules;

WHEREAS,

in consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause its Transfer Agent to issue

to the Investor the Commitment Shares in accordance with the terms and subject to the conditions of this Agreement; and

WHEREAS,

the parties hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit B hereto

(the “Registration Rights Agreement”), pursuant to which the Company shall provide Investor with certain registration

rights related to the shares issued under this Agreement, upon the terms and subject to the conditions set forth therein.

NOW,

THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I

PURCHASE AND SALE OF COMMON STOCK

Section 1.1.        Purchase

and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment Period, the Company,

in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase

from the Company, up to the lesser of (a) $500,000,000 and (b) 19.99% of the Company’s outstanding shares of Common Stock

as of the date of this Agreement, including the Commitment Shares, unless (i) Stockholder Approval is obtained to issue more than

such 19.99% or (ii) the price of applicable sales of Common Stock to the Investor under this Agreement equals or exceeds the lower

of (A) the official Closing Sale Price on the NCM immediately preceding the delivery of the applicable VWAP Purchase notice to the

Investor and (B) the average of the Closing Sale Prices of the Common Stock on the NCM for the five business days immediately preceding

the delivery of such VWAP Purchase notice (in each case, plus an incremental amount to take into account the Commitment Shares), such

that the sales of such Common Stock to the Investor would not count toward the 19.99% because they are “at market” under

applicable NCM rules (the “Total Purchase Commitment”), to the extent applicable under Section 2.4,

by the delivery to the Investor of VWAP Purchase Notices as provided in Article II.

Section 1.2.        Closing

Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”) upon (a) the

issuance by the Company of the Commitment Shares to the Investor or its designees as provided in Section 6.1 and 9.1(ii), (b) the

delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties

hereto and thereto, and (c) the delivery of all other documents, instruments and writings required to be delivered at the Closing,

in each case as provided in Section 6.1, to the offices of Meister Seelig & Fein PLLC, 125 Park Avenue, 7th

Floor, New York, NY 10017, at 1:00 p.m., New York City time, on the Closing Date, or such other time and place as the parties hereto

shall agree. In consideration of, and in express reliance upon, the representations, warranties and covenants contained in, and upon

the terms and subject to the conditions of, this Agreement, during the Investment Period the Company, at its sole option and discretion,

may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor shall purchase from the Company, the

Shares in respect of each VWAP Purchase (each, a “Settlement”). The payment for the Shares in respect of each

VWAP Purchase shall occur (i) on the third (3rd) Trading Day following delivery of the Shares by the Company, and (ii) in

accordance with Article II hereof; provided, that all of the conditions precedent in Article VI shall have been fulfilled

at the applicable times set forth in Article VII.

Section 1.3.        Initial

Public Announcements and Required Filings. The Company shall, within the time period required under the Exchange Act, file with

the Commission a Current Report on Form 8-K describing the material terms of the transactions contemplated by the Transaction Documents,

including, without limitation, the issuance of the Commitment Shares to the Investor pursuant to the terms of this Agreement, and attaching

as exhibits thereto copies of each of this Agreement, the Registration Rights Agreement, and, if applicable, any press release issued

by the Company disclosing the execution of this Agreement by the Company (including all exhibits thereto, the “Current Report”).

The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Current Report prior to filing the Current

Report with the Commission and shall give due consideration to all such comments. From and after the filing of the Current Report with

the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s

representatives or agents) by the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, agents

or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that

until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 1.3,

the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the

Transaction Documents (including the existence and terms of the transactions), except that the Investor may disclose the terms of such

transactions to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the

confidentiality of such information). The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable,

but in no event later than the applicable Filing Deadline, file with the Commission the Registration Statement (as defined in the Registration

Rights Agreement) covering only the resale by the Investor of the Registrable Securities in accordance with the Securities Act and the

Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective

Date of the Registration Statement, the Company shall use its commercially reasonable efforts to file with the Commission in accordance

with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration

Statement (or post-effective amendment thereto).

Article II

PURCHASE TERMS

Subject to the satisfaction

or (to the extent permitted by applicable law) waiver of the conditions set forth in this Agreement, the parties agree (unless otherwise

mutually agreed upon by the parties in writing) as follows:

Section 2.1.        Reserved.

Section 2.2.        VWAP

Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement”

and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time

thereafter, and on any business day selected by the Company where the Closing Sale Price on the applicable Eligible Market, or quotation

service is equal to or greater than $0.10, subject to the satisfaction of all of the conditions set forth in Section 6.3, the Company

shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a VWAP Purchase Notice,

to purchase the applicable VWAP Purchase Share Amount, not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP

Purchase Price therefor on the applicable VWAP Purchase Date in accordance with this Agreement (each such purchase, a “VWAP

Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase

shall not exceed $5,000,000. The Company may deliver a VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor

only if all Shares subject to all prior VWAP Purchase Notices have theretofore been received by the Investor as DWAC Shares. The Investor

is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to

the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor

to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted

to include in such VWAP Purchase Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which

the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor

shall have no obligation to purchase such excess Shares in respect of such VWAP Purchase Notice; provided, however, that

the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount in such VWAP Purchase At or prior to 9:30

a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date for each VWAP Purchase, the Investor shall

provide to the Company a written confirmation of such VWAP Purchase setting forth the applicable VWAP Purchase Share Amount and VWAP

Purchase Price for such VWAP Purchase (each, a “VWAP Purchase Confirmation”).

Section 2.3.        Reserved.

Section 2.4.        Compliance

with Rules of Trading Market.

(a)         Share

Issuance Restriction. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor

shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto,

the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed 4,220,772 (representing 19.99%

of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall

be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction

or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of

the Trading Market and (ii) increased to such number of shares contemplated in any Stockholder Approval but not to exceed $500,000,000

in the aggregate (such maximum number of shares of Common Stock issuable by the Company under this Agreement, the “Aggregate

Limit”).

(b)        General.

The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance or sale would reasonably be

expected to result in (A) a violation of the Securities Act or (B) a breach of the rules of the Trading Market. The provisions

of this Section 2.4 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 2.4

only if necessary to ensure compliance with the Securities Act and the applicable rules of the Trading Market.

Section 2.5.        Beneficial

Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue

or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated

with all other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of

the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of more

than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the

written or oral request of the Investor, the Company shall promptly (but not later than the next business day on which the Transfer Agent

is open for business) confirm orally or in writing to the Investor the number of shares of Common Stock outstanding as of the most recent

date for which the Transfer Agent has such information. The Investor and the Company shall each cooperate in good faith in the determinations

required under this Section 2.5 and the application of this Section 2.5. The Investor’s written certification to the

Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be

conclusive with respect to the applicability thereof and such result absent manifest error. The provisions of this Section 2.5 shall

be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 to the extent necessary

to properly give effect to the limitations contained in this Section 2.5.

Section 2.6.        Commitment

Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue the Commitment

Shares to the Investor or its designee not later than 4:00 p.m. (New York City time) on the date hereof. The Commitment Shares shall

be included in the Registration Statement. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing

Date, regardless of whether any VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreement.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

The Investor hereby makes

the following representations, warranties and covenants to the Company:

Section 3.1.        Organization

and Standing of the Investor. The Investor is a limited liability company duly organized, validly existing and in good standing

under the laws of the State of Delaware.

Section 3.2.        Authorization

and Power. The Investor has the requisite limited liability company power and authority to enter into and perform its obligations

under this Agreement and the Registration Rights Agreement and to purchase or acquire the Securities in accordance with the terms hereof.

The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement and the consummation

by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action,

and no further consent or authorization of the Investor, its Board of Directors or its members is required. Each of this Agreement and

the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding obligation

of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally

the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation

of equitable remedies).

Section 3.3.        No

Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement and

the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation

of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational instruments,

(ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under,

or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust,

indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, (iii) create

or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any commitment to which the Investor

is party or under which the Investor is bound or under which any of its properties or assets are bound, or (iv) result in a violation

of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency

applicable to the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and

(iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or

in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform

its obligations under this Agreement and the Registration Rights Agreement. The Investor is not required under any applicable federal,

state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration

with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement and

the Registration Rights Agreement or to purchase or acquire the Securities in accordance with the terms hereof; provided, however,

that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant

representations and warranties and the compliance with the relevant covenants and agreements of the Company in the Transaction Documents

to which it is a party.

Section 3.4.        Investment

Purpose. The Investor is acquiring the Securities for its own account, for investment purposes and not with a view towards, or

for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the

registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor

does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves

the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement filed pursuant to the

Registration Rights Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement

or understanding, directly or indirectly, with any Person to sell or distribute any of the Securities.

Section 3.5.        Accredited

Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

Section 3.6.        Reliance

on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions

from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy

of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the

Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the

Securities.

Section 3.7.        Information.

All materials relating to the business, financial condition, management and operations of the Company and materials relating to the offer

and sale of the Securities which have been requested by the Investor have been furnished or otherwise made available (including via EDGAR)

to the Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands that its investment

in the Securities involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Securities and

has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of a proposed

investment in the Securities. The Investor and its advisors have been afforded the opportunity to ask questions of and receive answers

from representatives of the Company concerning the financial condition and business of the Company and other matters relating to an investment

in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any,

or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties

contained in this Agreement or in any other Transaction Document to which the Company is a party or the Investor’s right to rely

on any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction

contemplated hereby (including, without limitation, the opinions of the Company’s counsel delivered pursuant to Section 6.2(xvi)).

The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision

with respect to its acquisition of the Securities. The Investor understands that it (and not the Company) shall be responsible for its

own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement.

Section 3.8.        No

Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in

the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Section 3.9.        No

General Solicitation. The Investor is not purchasing or acquiring the Securities as a result of any form of general solicitation

or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

Section 3.10.      Not

an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. As of the date of this Agreement, the

Investor does not beneficially own any shares of Common Stock or securities exercisable for or convertible into shares of Common Stock,

and during the Restricted Period, Investor will not acquire beneficial ownership of any shares of the Company’s capital stock

(including shares of Common Stock or securities exercisable for or convertible into shares of Common Stock) other than pursuant to this

Agreement; provided, however, that nothing in this Agreement shall prohibit or be deemed to prohibit the Investor from

purchasing, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery by the Investor in satisfaction

of a sale by the Investor of Shares that the Investor anticipated receiving from the Company in connection with the settlement of a VWAP

Purchase if the Company or the Transfer Agent shall have failed for any reason to electronically transfer all of the Shares subject to

such VWAP Purchase to the Investor by crediting the Investor’s or its designated Broker-Dealer’s account at DTC through its

Deposit/Withdrawal at Custodian (“DWAC”) delivery system, at or prior to the applicable time required by and

otherwise in compliance with Section 2.4 of this Agreement.

Section 3.11.       No

Prior Short Sales. At no time prior to the date of this Agreement has any of the Investor, its agents, representatives or Affiliates

engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined

in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net

short position with respect to the Common Stock.

Section 3.12.      Statutory

Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling

stockholder” in the Registration Statement and in any Prospectus contained therein to the extent required by applicable law.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Except as set forth in the

disclosure schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes an integral

part of, this Agreement) (the “Disclosure Schedule”), the Company hereby makes the following representations,

warranties and covenants to the Investor:

Section 4.1.        Organization,

Good Standing and Power. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly

existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority

to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary

is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected

to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing

or seeking to revoke, limit or curtail such power and authority or qualification.

Section 4.2.        Authorization,

Enforcement. Each of the Company and its Subsidiaries has the requisite corporate or other power and authority to enter into

and perform its obligations under each of the Transaction Documents to which it is a party and, in the case of the Company, to issue

the Securities in accordance with the terms hereof and thereof. Except for Stockholder Approval and the approvals of the Company’s

Board of Directors or a committee thereof as may be required in connection with any issuance and sale of Shares to the Investor hereunder

(which approvals shall be obtained prior to the delivery of any VWAP Purchase Notice), the execution, delivery and performance by the

Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby

and thereby have been duly and validly authorized by all necessary corporate or other action (as applicable) on the part of the Company,

and no further consent or authorization of the Company or its Board of Directors or its stockholders, or any other Person is required

in order for the Company to execute, deliver and perform its respective obligations under the Transaction Documents to which it is a

party. Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and constitutes

a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar

laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of

general application (including any limitation of equitable remedies).

Section 4.3.        Capitalization.

All of the outstanding shares of capital stock of the Company and each of its Subsidiaries have been duly and validly authorized and

issued and are fully paid and non-assessable, and, except as otherwise set forth in the Commission Documents, all outstanding shares

of capital stock or membership interests of the Subsidiaries are owned by the Company either directly or through wholly owned Subsidiaries

and are free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. Except as set

forth in the Commission Documents and this Agreement, there are no agreements or arrangements under which the Company is obligated to

register the sale of any securities under the Securities Act. Except as set forth in the Commission Documents, no shares of capital stock

of the Company are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings,

or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options,

warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible

into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business

pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions

contained in agreements entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company

is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of

the Company. Except as set forth in the Commission Documents, there are no securities or instruments containing anti-dilution or similar

provisions that will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions

described herein or therein. The Company has made available via EDGAR true and correct copies of the Company’s Amended and Restated

Certificate of Incorporation as in effect on the Commencement Date (the “Charter”), and the Company’s Amended

and Restated Bylaws as in effect on the Commencement Date (the “Bylaws”).

Section 4.4.        Issuance

of Securities. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor

pursuant to a particular VWAP Purchase Notice, will be, prior to the delivery to the Investor hereunder of such VWAP Purchase Notice,

duly authorized by all necessary corporate action on the part of the Company. The Commitment Shares, when issued to the Investor in accordance

with this Agreement, and the Shares, when issued and sold against payment therefor in accordance with this Agreement, shall be validly

issued and outstanding, fully paid and non-assessable and free from all liens, charges, taxes, security interests, encumbrances, rights

of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof, and the Investor shall be entitled

to all rights accorded to a holder of Common Stock. As of the date of this Agreement, 200,000,000 shares of Common Stock have been duly

authorized and reserved by the Company for issuance and sale by the Company to the Investor as Shares under this Agreement. Within two

(2) Business Days following the increase in authorized shares of Common Stock contemplated in the Stockholder Approval, the Company

shall confirm that an aggregate of 1,000,000,000 shares of Common Stock have been reserved for issuance pursuant to this Agreement.

Section 4.5.        No

Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party

and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation

of any provision of the Company’s Charter or Bylaws, (ii) conflict with or result in a breach or violation of any of the terms

or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or

give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust,

indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or of the Company’s Subsidiaries

is a party or is bound, except as set forth on Schedule 4.5, (iii) create or impose a lien, charge or encumbrance on any

property or assets of the Company or of the Company’s Subsidiaries under any agreement or any commitment to which the Company or

of the Company’s Subsidiaries is a party or by which the Company or of the Company’s Subsidiaries is bound or to which any

of their respective properties or assets is subject, or (iv) result in a violation of any federal, state, local or foreign statute,

rule, regulation, order, judgment or decree applicable to the Company or of the Company’s Subsidiaries or by which any property

or asset of the Company or of the Company’s Subsidiaries are bound or affected (including federal and state securities laws and

regulations and the rules and regulations of the Trading Market), except, in the case of clauses (ii), (iii) and (iv), for

such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would

not, individually or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated by this Agreement, including

but not limited to the requirement to obtain Stockholder Approval, or the Registration Rights Agreement and as required under the Securities

Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or

regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency

(including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its respective obligations

under the Transaction Documents to which it is a party, or to issue the Securities to the Investor in accordance with the terms hereof

and thereof (other than such consents, authorizations, orders, filings or registrations as have been obtained or made prior to the Closing

Date); provided, however, that, for purposes of the representation made in this sentence, the Company is assuming and relying

upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants

and agreements contained in this Agreement and the Registration Rights Agreement.

Section 4.6.        Commission

Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants.

(a)         The

Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission

Documents for the twelve months preceding the date of this Agreement required to be filed by it (the “Filed Commission Documents”).

The Company has delivered or made available to the Investor via EDGAR or otherwise true and complete copies of the Filed Commission Documents

prior to the Closing Date. As of its filing date, each Commission Document complied in all material respects with the requirements of

the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable

to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Closing Date, on the date of such amended or

superseded filing). Each Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by

the Commission, on each VWAP Purchase Date, shall comply in all material respects with the requirements of the Securities Act (including,

without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that

this representation and warranty shall not apply to statements in or omissions from such Registration Statement made in reliance upon

and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly

for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights

Agreement after the Closing Date, when taken together, on its date, on each VWAP Purchase Date, shall comply in all material respects

with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall

not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation

and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and

in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly

for use therein. Each Commission Document to be filed with or furnished to the Commission after the Closing Date and filed as part of

or incorporated by reference in the Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto required

to be filed pursuant to this Agreement or the Registration Rights Agreement (including, without limitation, the Current Report), when

such document is filed with or furnished to the Commission and, if applicable, when such document becomes effective, as the case may

be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal,

state and local laws, rules and regulations applicable to it. There are no outstanding or unresolved comments or undertakings in

such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending

the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act. To the Company’s

Knowledge, the Commission has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.

(b)         The

financial statements and schedules of the Company and its consolidated Subsidiaries to be filed as part of or incorporated by reference

in the Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto, present fairly in all material

respects the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates

and for the periods indicated, comply as to form with the applicable accounting requirements of Regulation S-X, and have been prepared

in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent

basis throughout the periods involved (except as otherwise noted therein and, with respect to interim periods, the absence of footnotes).

The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Commission Documents, the

Registration Statement fairly presents the information called for in all material respects and have been prepared in accordance with

the Commission’s rules and guidelines applicable thereto. The statistical and market-related data included or incorporated

by reference in the Commission Documents or any Registration Statement are based on or derived from sources that the Company believes,

after reasonable inquiry, to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the

use of such data from such source, except where the failure to so obtain such consent would not reasonably be expected to have a Material

Adverse Effect.

Company and the Subsidiaries have established and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15

and 15d-15 under the Exchange Act). Except as disclosed in Commission Documents, such disclosure controls and procedures are designed

to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s Chief Executive

Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to

perform the functions for which they were established. The Company and the Subsidiaries have established and maintain internal control

over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act). Except as disclosed in Commission

Documents, such internal control over financial reporting is designed to provide reasonable assurance that (A) transactions are

executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to

permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets

is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the

interactive data in eXtensible Business Reporting Language in the Commission Documents fairly presents the information called for in

all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company’s

auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies

and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record,

process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees

who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and

procedures, except as disclosed in Commission Documents, there have been (A) no material weakness in the Company’s internal

control over financial reporting (whether or not remediated) and (B) no significant changes in internal controls or in other factors

that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies.

(d)        The

Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations

thereunder, which are applicable to it as of the date hereof.

(e)         The

Company’s accountants are set forth in the Commission Documents and, to the Knowledge of the Company, such accountants are an independent

registered public accounting firm as required by the Securities Act.

Section 4.7.        Subsidiaries.

The Filed Commission Documents set forth each subsidiary (each, a “Subsidiary,” and collectively, the “Subsidiaries”),

of the Company as of the Commencement Date, other than those that may be omitted pursuant to Item 601 of Regulation S-K, showing its

jurisdiction of incorporation or organization, and the Company does not have any other Subsidiaries as of the Commencement Date. No Subsidiary

of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution

on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from

transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company, except as described

or incorporate by reference in, or contemplated by, the Registration Statement and the Prospectus, or as would not reasonably be expected

to have a Material Adverse Effect.

Section 4.8.        No

Material Adverse Effect or Material Adverse Change, No Undisclosed Liabilities. Except as otherwise disclosed in any Commission

Document, since the end of the Company’s most recent audited fiscal year: (i) the Company has not experienced or suffered

any Material Adverse Effect, and, to the Company’s Knowledge, there exists no current state of facts, condition or event which

would have a Material Adverse Effect; (ii) there has not occurred any material adverse change, or any development that would reasonably

be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business

or operations of the Company from that set forth in the Commission Documents, including, without limitation, as a result of the outbreak

of COVID-19, or as a result of any measures intended to contain the outbreak of COVID-19 imposed by any federal, state, local or foreign

government or government agency in any country or region in which the Company, or any of its agents, consultants, advisors or vendors,

has assets or properties or conducts business, including, without limitation, any limitations, curtailments, suspensions or closures

of businesses, business offices or establishments, schools, properties and other public areas due to quarantines, curfews, travel restrictions,

workplace controls, “stay-at-home” orders, social distancing requirements or guidelines or other public gathering restrictions

or limitations; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct

or contingent, nor entered into any material transaction; (iv) the Company has not purchased any of its outstanding capital stock,

nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary

dividends; and (v) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.

Neither the Company nor any

of its Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute,

accrued, contingent or otherwise) that would be required to be disclosed on a balance sheet of the Company or any Subsidiary (including

the notes thereto) in conformity with GAAP and are not disclosed in the Commission Documents, other than those incurred in the ordinary

course of the Company’s or its Subsidiaries respective businesses and which, individually or in the aggregate, would not reasonably

be expected to have a Material Adverse Effect.

Section 4.9.        No

Undisclosed Events or Circumstances. No event, liability, development or circumstance has occurred or exists, or is reasonably

expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities,

prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed

by the Company under applicable securities laws in the Registration Statement or the Prospectus, which has not been disclosed or incorporated

by reference in the Filed Commission Documents, or (ii) would reasonably be expected to have a Material Adverse Effect.

Section 4.10.      Indebtedness.

The Filed Commission Documents set forth all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for

which the Company or any Subsidiary has commitments through such date. For the purposes of this Agreement, “Indebtedness”

shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred

in the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in respect of

Indebtedness of others in excess of $100,000, whether or not the same are or should be reflected in the Company’s balance sheet

(or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions

in the ordinary course of business; and (c) the present value of any lease payments in excess of $100,000 due under leases required

to be capitalized in accordance with GAAP. There is no existing or continuing default or event of default in respect of any Indebtedness

of the Company or any of its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek

protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors,

nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation

proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or

any law for the relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due.

Section 4.11.      Title

to Assets. The Company and each of its Subsidiaries have good and marketable title in fee simple to all real property and good

and marketable title to all personal property owned by them which is material to the business of the Company, in each case free and clear

of all liens, encumbrances and defects except such as are described or incorporated by reference in the Registration Statement and the

Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made

of such property by the Company and its Subsidiaries; and any real property and buildings held under lease by the Company and its Subsidiaries

are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material

respect with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries, in each case except

as described or incorporated by reference in the Registration Statement and the Prospectus

Section 4.12.      Actions

Pending. Except as disclosed in Commission Documents, there is no action, suit, proceeding, inquiry or investigation before or

by any court, public board, government agency, self-regulatory organization or body pending or, to the Knowledge of the Company, threatened

against or affecting the Company or any of the Subsidiaries, or any of their respective officers or directors in their capacities as

such, which would reasonably be expected to have a Material Adverse Effect.

Section 4.13.      Compliance

With Laws. During the 12-month period immediately preceding the date hereof, except as described in the Filed Commission Documents,

the Company and each of its Subsidiaries is and at all times has been in material compliance with all applicable U.S. and foreign statutes,

rules, or regulations applicable to Company and its Subsidiaries (“Applicable Laws”), except as would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 4.14.      Certain

Fees. Except as set forth on Schedule 4.14, no brokerage or finder’s fees or commissions are or will be payable by the

Company or of the Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other

Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect

to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4.14

incurred by the Company or of the Subsidiaries that may be due or payable in connection with the transactions contemplated by the Transaction

Documents.

Section 4.15.      Operation

of Business. The Company and the Subsidiaries possess or have obtained, all licenses, certificates, consents, orders, approvals,

permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or

foreign governmental entity that are necessary for the ownership or lease of their respective properties or the conduct of their respective

businesses as currently conducted, as described or incorporated by reference in the Registration Statement and the Prospectus (the “Permits”),

except where the failure to possess, obtain or make the same would not, individually or in the aggregate, have a Material Adverse Effect.

Neither the Company nor any Subsidiary has received written notice of any proceeding relating to revocation or modification of any such

Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the failure to obtain any

such renewal would not, individually or in the aggregate, have a Material Adverse Effect. This Section 4.15 does not relate to environmental

matters, such items being the subject of Section 4.16.

Section 4.16.      Environmental

Compliance. Other than as set forth on Schedule 4.16, to the Knowledge of the Company, the Company and its Subsidiaries are not

in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign,

relating to the use, disposal or release of hazardous or toxic substances (collectively, “Environmental Laws”),

owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site

disposal or contamination pursuant to any Environmental Laws, or subject to any claim relating to any Environmental Laws, which violation,

contamination, liability or claim would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

and the Company is not aware of any pending investigation which might lead to such a claim. Other than as set forth or incorporated by

reference in the Registration Statement and the Prospectus, there is no judgment, decree, injunction, rule, writ or order of any governmental

entity under any Environmental Laws outstanding against the Company and its Subsidiaries which would, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

Section 4.17.      Material

Agreements. Except as set forth in the Commission Documents, neither the Company nor any Subsidiary of the Company is a party

to any written or oral contract, instrument, agreement commitment, obligation, plan or arrangement (collectively, “Material

Agreements”). Each of the Material Agreements described in the Commission Documents conform in all material respects to

the descriptions thereof contained or incorporated by reference therein. The Company and each of its Subsidiaries have performed in all

material respects all the obligations then required to be performed by them under the Material Agreements, have received no notice of

default or an event of default by the Company or any of its Subsidiaries thereunder and are not aware of any basis for the assertion

thereof, and neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other contracting party thereto

are in default under any Material Agreement now in effect, the result of which would have a Material Adverse Effect. Each of the Material

Agreements is in full force and effect, and constitutes a legal, valid and binding obligation enforceable in accordance with its terms

against the Company and/or any of its Subsidiaries and, to the Knowledge of the Company, each other contracting party thereto, except

as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship,

receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other

equitable principles of general application.

Section 4.18.      Transactions

With Affiliates. Except as disclosed in the Commission Documents, none of the Company’s, officers or directors, or to the

Company’s Knowledge, none of the Company’s stockholders or any family member or Affiliate of any of the foregoing, has either

directly or indirectly an interest in, or is a party to, any transaction that would be required to be disclosed as a related party transaction

pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

Section 4.19.      Intellectual

Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks,

trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,

governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted, except as would

not reasonably be expected to have a Material Adverse Effect. None of the Company’s material trademarks, trade names, service marks,

service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations,

trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof, will expire

or terminate within two years from the date of this Agreement, except as would not reasonably be expected to have a Material Adverse

Effect. The Company has no Knowledge of any infringement by the Company or the Subsidiaries of any material trademark, trade name rights,

patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other

similar rights of others, or of any such development of similar or identical trade secrets or technical information by others, and there

is no claim, action or proceeding being made or brought against, or to the Company’s Knowledge, being threatened against, the Company

or the Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks,

service mark registrations, trade secret or other infringement, which would reasonably be expected to have a Material Adverse Effect.

Section 4.20.      Use

of Proceeds. The proceeds from the sale of the Shares by the Company to the Investor shall be used by the Company in the manner

as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus

Supplement thereto filed pursuant to the Registration Rights Agreement; provided, however, that such use of proceeds shall include

a commitment from the Company to use 25% of the gross proceeds from any sale of Shares towards the redemption of the Company’s

Series A Preferred Stock pursuant to the Company’s optional redemption provisions thereof, including any stated premiums thereon.

Section 4.21.      Investment

Company Act Status. The Company is not required to be registered as, and immediately after receipt of payment for the Shares

will not be required to be registered as, an “investment company” within the meaning of the Investment Company Act of 1940,

as amended.

Section 4.22.      Benefit

Plans; Labor Matters. Each benefit and compensation plan, agreement, policy and arrangement that is maintained, administered

or contributed to by the Company for current or former employees or directors of, or independent contractors with respect to, the Company

has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,

and the Company has complied in all material respects with all applicable statutes, orders, rules and regulations in regard to such

plans, agreements, policies and arrangements. Each stock option granted under any equity incentive plan of the Company (each, a “Stock

Plan”) was granted with a per share exercise price no less than the market price per common share on the grant date of

such option in accordance with the rules of the Trading Market, and no such grant involved any “back-dating,” “forward-dating”

or similar practice with respect to the effective date of such grant; each such option (i) was granted in compliance in all material

respects with Applicable Laws and with the applicable Stock Plan(s), (ii) was duly approved by the Company’s Board of Directors,

and (iii) has been properly accounted for in the Company’s financial statements and disclosed, to the extent required, in

the Company’s filings or submissions with the Commission, and the Trading Market. Neither the Company nor any Subsidiary is in

violation of or has received written notice of any violation with respect to any federal or state law, regulation or rule relating

to discrimination in the hiring, termination, promotion, employment or pay of employees, nor any applicable federal or state wages and

hours law, nor any state law, regulation or rule precluding the denial of credit due to the neighborhood in which a property is

situated, the violation of any of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

There are no existing or, to the Knowledge of the Company, threatened labor disputes with the employees of the Company or any of the

Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.23.       Taxes.

Each of the Company and the Subsidiaries has filed on a timely basis (including in accordance with any applicable extensions) all

material necessary federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof or

have properly requested extensions thereof, and have paid all taxes shown as due thereon, and if due and payable, any related or similar

assessment, fine or penalty levied against the Company or of the Subsidiaries. Except as disclosed in the Commission Documents, no material

tax deficiency has been asserted against any such entity, and the Company has no Knowledge of any tax deficiency that is likely to be

asserted against any such entity that, individually or in the aggregate, if determined adversely to any such entity, would reasonably

be expected to have a Material Adverse Effect. All material tax liabilities are adequately provided for on the respective books of the

Company and the Subsidiaries.

Section 4.24.      Insurance.

The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its

Subsidiaries are engaged, including, but not limited to, insurance covering real and personal property owned or leased by the Company

and the Subsidiaries against theft, damage, destruction, environmental liabilities, acts of vandalism, terrorism, earthquakes, flood

and all other risks customarily insured against, all of which insurance is in full force and effect. Neither the Company nor any such

Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any reason

to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage

from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material

Adverse Effect.

Section 4.25.      Dilutive

Effect. The Company is aware and acknowledges that issuance of the Securities could cause dilution to existing stockholders and

could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to

issue the Commitment Shares and to issue the Shares pursuant to the terms of a VWAP Purchase in accordance with this Agreement is, in

each case, unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders

of the Company.

Section 4.26.      Manipulation

of Price. The Company has not, and to its Knowledge no Person acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of,

any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other

securities of the Company. Neither the Company nor any of its officers, directors or Affiliates will during the term of this Agreement,

and, to the Knowledge of the Company, no Person acting on their behalf will during the term of this Agreement, take any of the actions

referred to in the immediately preceding sentence.

Section 4.27.      Securities

Act. The Company has complied and shall comply with all applicable federal and state securities laws in connection with the offer,

issuance and sale of the Securities hereunder, including, without limitation, the applicable requirements of the Securities Act. Each

Registration Statement, upon filing with the Commission and at the time it is declared effective by the Commission, shall satisfy all

of the requirements of the Securities Act to register the resale of the Registrable Securities included therein by the Investor in accordance

with the Registration Rights Agreement on a delayed or continuous basis under Rule 415 under the Securities Act at then-prevailing

market prices, and not fixed prices. The Company is not currently an issuer identified in, or subject to, Rule 144(i).

Section 4.28.      Listing

and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b) of the Exchange

Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration

of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the Commission is currently contemplating

terminating such registration. Except as disclosed in the Filed Commission Documents, the Company has not, in the twelve (12) months

preceding the date hereof, received any written notice from any Person to the effect that the Company is not in compliance with the listing

or maintenance requirements of the Trading Market. Except as disclosed in the Commission Documents, the Company is in compliance with

all such listing and maintenance requirements of the Trading Market. The Common Stock is eligible for participation in the DTC book entry

system and has shares on deposit at DTC for transfer electronically to third parties via DTC through its DWAC delivery system. The Company

has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock,

electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated.

Section 4.29.        Application

of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s Charter or the laws of the State of Delaware that is or could become applicable to

the Investor as a result of the Investor and the Company fulfilling their respective obligations or exercising their respective rights

under the Transaction Documents (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities

and the Investor’s ownership of the Securities.

Section 4.30.      Foreign

Corrupt Practices. Neither the Company or Subsidiary, nor to the Knowledge of the Company, any agent or other Person acting on

behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other

unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government

officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose

fully any contribution made by the Company (or made by any Person acting on its behalf of which the Company is aware) which is in violation

of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).

Section 4.31.      Money

Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with

applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”);

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

Section 4.32.      OFAC.

Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or Affiliate

of the Company or any of its Subsidiaries (i) is currently subject to any sanctions administered by the U.S. government, including

the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State,

the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her

Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanctioned Persons”)

or other relevant sanctions authority, and (ii) will use the proceeds of this offering, directly or indirectly, to fund or facilitate

the activities of any Sanctioned Persons or entity or any country, region or territory that is, at the time of such funding or facilitation,

subject to Sanctions or any person or entity located in a country, region or territory subject to Sanctions (including any administered

or enforced by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, or the United Kingdom

(including sanctions administered or controlled by Her Majesty’s Treasury). Neither the Company nor any of its Subsidiaries nor,

to the Knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its Subsidiaries, is a

Person that is, or is 50% or more owned or otherwise controlled by a Person that is: (i) the subject of any Sanctions; or (ii) located,

organized or resident in a country, region or territory that is, or whose government is, the subject of Sanctions that broadly prohibit

dealings with that country, region or territory (including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea)

(collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). The Company

and its Subsidiaries have not engaged in any dealings or transactions with or for the benefit of Sanctioned Persons, or with or in a

Sanctioned Country, in the preceding 3 years, nor does the Company or any of its Subsidiaries have any plans to deal or transact with

Sanctioned Persons, or with or in Sanctioned Countries.

Section 4.33.       Information

Technology; Compliance with Data Privacy Laws. To the best of the Company’s knowledge and as previously disclosed under

Commission Documents, (i) there have been no material breaches or violations of (or unauthorized access to) the Company, or the

Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications

and databases (collectively, the “IT Systems”) or any personal, personally identifiable, sensitive, confidential

or regulated data (collectively, “Personal Data”) processed or stored by or on behalf of the Company or the

Subsidiaries, except for those that have been remedied without material cost or liability or the duty to notify any regulator, nor are

there any pending internal investigations of the Company or the Subsidiaries relating to the same and (ii) the Company and the Subsidiaries

are presently in compliance in all material respects with all Applicable Laws, statutes and regulations and contractual obligations relating

to the privacy and security of IT Systems and Personal Data.

Section 4.34.      No

Disqualification Events. None of the Company, any of their predecessors, any affiliated issuer, any director, general partner

executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more

of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term

is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer

Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to

(viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered

by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company have exercised reasonable care to determine whether

any Issuer Covered Person is subject to a Disqualification Event.

Section 4.35.      ERISA.

Except as set forth in the Commission Documents, the Company is not a party to an “employee benefit plan,” as defined in

Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which:

(i) is subject to Title IV of ERISA and (ii) is or was at any time maintained, administered or contributed to by the Company

or any of its ERISA Affiliates (as defined hereafter). These plans are referred to collectively herein as the “Employee Plans.”

An “ERISA Affiliate” of any person or entity means any other person or entity which, together with that Person or entity,

could be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code. Each Employee Plan has been maintained

in material compliance with its terms and the requirements of Applicable Law. Except as set forth or incorporated by reference in the

Registration Statement and the Prospectus, there is no liability in respect of post-retirement health and medical benefits for retired

employees of the Company or any of its ERISA Affiliates, other than medical benefits required to be continued under Applicable Law. No

“prohibited transaction” (as defined in either Section 406 of ERISA or Section 4975 of the Code) has occurred with

respect to any Employee Plan; and each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so

qualified, and nothing has occurred, whether by action or by failure to act, which could cause the loss of such qualification.

Section 4.36.      No

Other Similar Agreement. Except as disclosed in the Commission Documents, other than the Transaction Documents to which it is

a party, the Company is not a party to any agreement that is (or that contains any term, obligation or restriction that is) in effect

on the date hereof with any Person, other than the Investor, relating to any “at the market offering,” “equity line

of credit” or any other similar continuous offering in which the Company may offer, issue or sell Common Stock or Common Stock

Equivalents at a future determined price.

Section 4.37.      Acknowledgement

Regarding Investor’s Acquisition of Securities. The Company acknowledges and agrees that the Investor is acting solely

in the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated by the Transaction

Documents. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in

any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and any advice given

by the Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’s acquisition

of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents

to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by the Company, respectively,

and their respective representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations

or warranties with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Article IV.

Article V

ADDITIONAL COVENANTS

The Company covenants with

the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other

party during the Investment Period (and with respect to the Company for the period following the termination of this Agreement specified

in Section 8.3 pursuant to and in accordance with Section 8.3):

Section 5.1.        Securities

Compliance. The Company shall notify the Commission and the Trading Market, if and as applicable, in accordance with their respective

rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary action, undertake

all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the Securities to the

Investor in accordance with the terms of the Transaction Documents, as applicable.

Section 5.2.        Reservation

of Common Stock. As of the date of this Agreement, the Company has reserved, and as of the Commencement Date shall have continued

to reserve, out of its authorized and unissued Common Stock, 200,000,000 shares of Common Stock solely for the purpose of effecting VWAP

Purchases under this Agreement. The number of shares of Common Stock so reserved for the purpose of effecting VWAP Purchases under this

Agreement may be increased from time to time by the Company from and after the Commencement Date, and such number of reserved shares

may be reduced from and after the Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor

pursuant to any VWAP Purchase effected from and after the Commencement Date pursuant to this Agreement. Within two (2) Business

Days following the increase in authorized shares of Common Stock contemplated in the Stockholder Approval, the Company shall confirm

that an aggregate of 1,000,000,000 shares of Common Stock have been reserved for issuance pursuant to this Agreement.

Section 5.3.        Registration

and Listing. The Company shall use its commercially reasonable efforts to cause the Common Stock to continue to be registered

as a class of securities under Sections 12(b) of the Exchange Act, and to comply with its reporting and filing obligations under

the Exchange Act, and shall no t take any action or file any document (whether or not permitted by the Securities Act or the Exchange

Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act

or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue the listing and

trading of its Common Stock and the listing of the Securities purchased by the Investor hereunder on the Trading Market and to comply

with the Company’s reporting, filing and other obligations under the rules and regulations of the Trading Market. The Company

shall not take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock on the Trading

Market. If the Company receives any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading

Market shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such

fact in writing and shall use its commercially reasonable efforts to cause the Common Stock to be listed or quoted on another Eligible

Market.

Section 5.4.        Compliance

with Laws.

(i)          During

the Investment Period, (a) the Company shall comply, and the Company shall cause each Subsidiary to comply, with all laws, rules,

regulations and orders applicable to the business and operations of the Company and the Subsidiaries, except as would not have a Material

Adverse Effect, and (b) the Company shall comply with all applicable provisions of the Securities Act and the Exchange Act, including

Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicable listing rules of the Trading

Market or Eligible Market, except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of

the Company to enter into and perform its obligations under this Agreement in any material respect or for Investor to conduct resales

of Securities under the Registration Statement in any material respect. Without limiting the foregoing, none of the Company, or any of

the Subsidiaries, nor to the Knowledge of the Company, any of their respective directors, officers, agents, employees or any other Persons

acting on their behalf shall, in connection with the operation of the respective businesses of the Company and the Subsidiaries, (1) use

any corporate funds for unlawful contributions, payments, gifts or entertainment or to make any unlawful expenditures relating to political

activity to government officials, candidates or members of political parties or organizations, (2) pay, accept or receive any unlawful

contributions, payments, expenditures or gifts, or (3) violate or operate in noncompliance with any export restrictions, anti-boycott

regulations, embargo regulations or other applicable domestic or foreign laws and regulations, including, without limitation, the FCPA

and the Money Laundering Laws.

(ii)         The

Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under this

Agreement and its investment in the Securities, except as would not, individually or in the aggregate, prohibit or otherwise interfere

with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting

the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation

M thereunder, and all applicable state securities or “Blue Sky” laws.

Section 5.5.        Keeping

of Records and Books of Account; Due Diligence.

(i)          The

Investor and the Company shall each maintain records showing the remaining the remaining Total Purchase Commitment, the remaining Aggregate

Limit and the dates and VWAP Purchase Share Amount for each VWAP Purchase.

(ii)          The

Investor shall have the right, from time to time as the Investor may reasonably deem appropriate, and upon reasonable advance notice

to the Company, to perform reasonable due diligence on the Company during normal business hours; provided, however, that

after the Closing Date, the Investor’s continued due diligence of the Company shall not be a condition precedent to, or otherwise

impair, delay or modify in any respect, the Company’s right to deliver to the Investor any VWAP Purchase Notice, or the Investor’s

obligation to purchase the Shares subject thereto, pursuant to this Agreement. The Company and its officers and employees shall provide

information on a reasonably timely basis and otherwise reasonably cooperate with the Investor in connection with any reasonable request

by the Investor related to the Investor’s due diligence of the Company.

Section 5.6.        No

Frustration; Prohibition of Certain Issuances Before Settlement of Purchases; No Similar Transactions.

(i)          No

Frustration. The Company shall not enter into, announce or recommend to the Company’s stockholders any agreement, plan,

arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or

right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation,

the obligation of the Company to deliver the Shares to the Investor in respect of a VWAP Purchase as DWAC Shares not later than 10:00

a.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Date for such VWAP Purchase in accordance

with Section 2.2 of this Agreement. For the avoidance of doubt, nothing in this Section 5.6(i) shall in any way limit

the Company’s right to terminate this Agreement in accordance with Section 7.2 (subject in all cases to Section 7.3).

(ii)         No

Dilutive Issuances During Reference Periods. Neither the Company nor or any Subsidiary shall issue, sell or grant any right,

option or warrant to purchase, or issue, sell or grant any right to reprice (or reset the purchase price therefor), or otherwise dispose

of for cash (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to utilize any existing agreement,

plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant of any option or warrant to purchase

or other disposition for cash (or any agreement, plan or arrangement therefor), at any time during the following periods: with respect

to each VWAP Purchase under this Agreement for which the Company has delivered to the Investor a VWAP Purchase Notice, the period beginning

on the third (3rd) Trading Day immediately preceding the applicable VWAP Purchase Date for such VWAP Purchase and ending on

the third (3rd) Trading Day next following the Trading Day on which the Investor has delivered to the Company the applicable

total purchase price for all of the Shares to be purchased by the Investor in such VWAP Purchase, pursuant to Section 2.2 (a “Reference

Period”), any Common Stock or Common Stock Equivalents, at an effective price per share of Common Stock less than the applicable

VWAP Purchase Price (as applicable) per Share (such price, the “Reference Price”) to be sold to the Investor

in the applicable VWAP Purchase to which such Reference Period relates (each such issuance, a “Dilutive Issuance”),

other than an Exempt Issuance (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued

shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices

or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive

shares of Common Stock at an effective price per share of Common Stock that is less than the applicable Reference Price, such issuance

shall be deemed to have occurred for less than the applicable Reference Price on such date of the Dilutive Issuance at such effective

price) and the applicable VWAP Purchase Price shall be reduced to equal the Reference Price. If the Company enters into a Variable Rate

Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or

exercise price at which such securities may be converted or exercised. The Investor shall be entitled to seek injunctive relief against

the Company and the Subsidiaries to preclude any such Dilutive Issuance that does not constitute an Exempt Issuance, which remedy shall

be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security

being required.

(iii)        Clearing

Date. If the lowest trade price for the Common Stock on the Clearing Date is lower than that at the time any Shares pursuant

to a VWAP Purchase are actually issued, then the price per share at which such Shares are issued shall be adjusted such that the price

per share at which such Shares are issued shall be calculated from the closing trade price on the Clearing Date, and the Company shall

issue additional Shares to Investor to reflect such adjusted price per Share. For purposes of this Agreement, “Clearing Date”

shall be on the date on which any Shares pursuant to a VWAP Purchase are deposited into Investor’s brokerage account and Investor’s

broker has confirmed with Investor that the Investor may execute trades of such Shares.

(iv)       No

Other Similar Transactions. From and after the date of this Agreement until the termination of this Agreement pursuant to Section 7

(the “Similar Transaction Restricted Period”), none of the Company or any Subsidiary shall issue, sell or grant

any, or otherwise dispose of or issue (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to

utilize any existing agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant or

other disposition or issuance of (or any agreement, plan or arrangement therefor) any Common Stock or Common Stock Equivalents (or a

combination of units thereof) in any “equity line of credit,” “at the market offering” or other similar continuous

offering in which the Company may offer, issue or sell Common Stock or Common Stock Equivalents (or any combination of units thereof)

at a future determined price, other than (a) Securities issued to the Investor pursuant to this Agreement and any of the other Transaction

Documents or pursuant to any other agreement entered into by the Company and the Investor at any time after the date of this Agreement,

and (b) any securities of the Company issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common

Stock Equivalents held by the Investor at any time (such similar transaction other than those referred to clauses (a) and (b) hereof,

a “Similar Transaction”). From and after the date immediately following the last day of the Similar Transaction

Restricted Period, the Company and/or any Subsidiary shall be permitted to enter into an agreement, plan or arrangement to effect a Similar

Transaction (and may publicly announce the same), and the Company and/or any Subsidiary shall be permitted to take all such actions necessary

or as contemplated thereby in order to satisfy any conditions required thereunder to be satisfied by the Company and/or any Subsidiary

in order to commence issuances and sales of Common Stock or Common Stock Equivalents (or a combination of units thereof) thereunder,

including, without limitation, preparing and filing with the Commission one or more registration statements to register under the Securities

Act the offer, issuance and sale by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) thereunder,

or to register the resale by any Person or Persons of Common Stock or Common Stock Equivalents (or a combination of units thereof) that

may be issued or sold by the Company and/or any Subsidiary to such Person or Persons thereunder; provided, however, that

none of the Company or Subsidiary may issue, sell or otherwise dispose of any shares of Common Stock or Common Stock Equivalents (or

a combination of units thereof) to or through any Person or Persons thereunder prior to the date of termination of this Agreement pursuant

to Section 7. The Investor shall be entitled to seek injunctive relief against the Company and the Subsidiaries to preclude any

such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and

without any bond or other security being required.

Section 5.7.        Corporate

Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of the Company; provided,

however, that, except as provided in Section 5.8, nothing in this Agreement shall be deemed to prohibit the Company from

engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section 5.7 shall in any

way limit the Company’s right to terminate this Agreement in accordance with Section 7.2 (subject in all cases to Section 7.3).

Section 5.8.        Fundamental

Transaction. If a VWAP Purchase Notice has been delivered by the Company to the Investor under Article II and the applicable

VWAP Purchase has or have not yet been fully settled in accordance with this Agreement (including, without limitation, the delivery by

the Investor to the Company of the applicable total purchase price for all of the Shares to be purchased by the Investor in such VWAP

Purchase as contemplated by Article II), the Company shall not effect any Fundamental Transaction until the expiration of three

(3) Trading Days following the Trading Day on which the Investor has delivered to the Company the applicable total purchase price

for all of the Shares to be purchased by the Investor in such VWAP Purchase.

Section 5.9.        Selling

Restrictions.

(i)          Except

as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next

following the expiration or termination of this Agreement (the “Restricted Period”), neither the Investor nor

any of its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons”

and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (x) engage

in any Short Sales involving the Company’s securities or (y) grant any option to purchase, or acquire any right to dispose

of or otherwise dispose for value of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for

any shares of Common Stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic

risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein

shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period

from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a

number of shares of Common Stock equal to the number of Shares that such Restricted Person is or may be obligated to purchase under

a pending VWAP Purchase Notice but has not yet taken possession of so long as such Restricted Person (or the Broker-Dealer, as applicable)

delivers the Shares purchased pursuant to such VWAP Purchase Notice to the purchaser thereof or the applicable Broker-Dealer upon such

Restricted Person’s receipt of such shares of Common Stock from the Company pursuant to this Agreement.

(ii)            In

addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above), the

Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements

of the Securities Act and the Exchange Act.

Section 5.10.      Effective

Registration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts to maintain the

continuous effectiveness of each Registration Statement filed with the Commission under the Securities Act for the applicable Registration

Period pursuant to and in accordance with the Registration Rights Agreement.

Section 5.11.      Blue

Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption for or to qualify

the Securities for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the Investor, the

subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue Sky”

laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date; provided,

however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business

in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.11, (y) subject itself to general

taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section 5.12.      Non-Public

Information. None of the Company or of the Subsidiaries, nor any of their respective directors, officers, employees or agents

shall disclose any material non-public information about the Company or the Subsidiaries to the Investor, unless a simultaneous public

announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant

by the Company or of the Subsidiaries, or any of their respective directors, officers, employees and agents (as determined in the reasonable

good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of such breach to the Company and (ii) after

such notice has been provided to the Company and, provided that the Company shall have failed to publicly disclose such material, non-public

information within 24 hours following demand therefor by the Investor, in addition to any other remedy provided herein or in the other

Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement

or otherwise, of such material, non-public information without the prior approval by the Company, any of the Subsidiaries, or any of

their respective directors, officers, employees or agents. The Investor shall not have any liability to the Company, any of the Subsidiaries,

or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure.

Section 5.13.      Broker/Dealer.

The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Shares that it may purchase or otherwise acquire

from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be unaffiliated with the Investor and not

then currently engaged or used by the Company, and a DTC participant (collectively, the “Broker-Dealer”). The

Investor shall, from time to time, provide the Company and the Transfer Agent with all information regarding the Broker-Dealer reasonably

requested by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer, which shall not

exceed customary brokerage fees and commissions and shall be responsible for designating only a DTC participant eligible to receive DWAC

Shares.

Section 5.14.      Disclosure

Schedules.

(i)          The

Company may, from time to time, update the Disclosure Schedules as may be required to satisfy the conditions set forth in Section 6.2(i) and

Section 6.3 (to the extent such condition set forth in Section 6.3 relates to the condition in Section 6.2(i) as

of a specific Notice Delivery Time). For purposes of this Section 5.14, any disclosure made in a schedule to the Compliance Certificate

shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to

the Disclosure Schedule pursuant to this Section 5.14 shall cure any breach of a representation or warranty of the Company contained

in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto.

(ii)         Notwithstanding

anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure contained in any Schedule

of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule of the Disclosure Schedule

as though fully set forth in such Schedule for which applicability of such information and disclosure is reasonably apparent. The fact

that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that such information is required

to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether based

on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting

the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Section 5.15.      Delivery

of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately

following the (i) filing of (A) a post-effective amendment to the Registration Statement required to be filed by the Company

with the Commission pursuant to the Registration Rights Agreement, (B) a New Registration Statement required to be filed by the

Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, or (C) a post-effective amendment

to a New Registration Statement required to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration

Rights Agreement, in each case with respect to a fiscal year ending after the Commencement Date, to register the resale of Securities

by the Investor under the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and (ii) the date the

Company files with the Commission (A) a Prospectus Supplement to the Prospectus contained in the Registration Statement under the

Securities Act, (B) an annual report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement

Date, (C) an amendment on Form 10-K/A to an annual report on Form 10-K under the Exchange Act with respect to a fiscal

year ending after the Commencement Date, which contains amended material financial information (or a restatement of material financial

information) or an amendment to other material information contained in a previously filed Form 10-K, and (D) a Commission

Document under the Exchange Act (other than those referred to in clauses (ii)(A) and (ii)(B) of this Section 5.15), which

contains amended material financial information (or a restatement of material financial information) or an amendment to other material

information contained or incorporated by reference in the Registration Statement, or the Prospectus or any Prospectus Supplement contained

in the Registration Statement (it being hereby acknowledged and agreed that the filing by the Company with the Commission of a quarterly

report on Form 10-Q that includes only updated financial information as of the end of the Company’s most recent fiscal quarter

shall not, in and of itself, constitute an “amendment” or “restatement” for purposes of clause (ii) of this

Section 5.15), in each case of this clause (ii) if the Company is not also then required under the Securities Act to file a

post-effective amendment to the Registration Statement or a post-effective amendment to any New Registration Statement, in each case

with respect to a fiscal year ending after the Commencement Date, to register the resale of Securities by the Investor under the Securities

Act pursuant to this Agreement and the Registration Rights Agreement, and in any case of this clause (ii), not more than once per calendar

quarter, the Company shall (I) deliver to the Investor a Compliance Certificate, dated such date, and (II) cause to be furnished

to the Investor an opinion “bring down” from outside counsel to the Company substantially in the form mutually agreed to

by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement

or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable

(each such opinion, a “Bring Down Opinion”).

Section 5.16.      DTC

Chill. If the Common stock is chilled for deposit at DTC, becomes chilled, or receives a Stop Sign or other trading restrictions

at any point while this Agreement remains outstanding, an additional 10% discount will be attributed to the price per Share at which

each VWAP Purchase is made and the Investor shall be entitled to deduct from such payment for the Shares an amount equal to $1,500 for

each VWAP Purchase to cover costs associated with the deposit of chilled or otherwise trade restricted stocks for each issuance.

Article VI

CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND

PURCHASE OF THE SHARES

Section 6.1.        Conditions

Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this Section 6.1

on the Closing Date.

(i)           Accuracy

of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this

Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects as of the Closing

Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties

shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”

shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in

which case, such representations and warranties shall be true and correct as of such other date.

(ii)         Accuracy

of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement

shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in

which case, such representations and warranties shall be true and correct as of such other date.

(iii)         Issuance

of the Commitment Shares. The Commitment Shares shall have been issued by the Company to the Investors or its designee in accordance

with Section 9.1(ii).

(iv)       Closing

Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed

by each of the parties hereto shall be delivered as provided in Section 1.2. Simultaneously with the execution and delivery of this

Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the Company,

dated as of the Closing Date, in the form of Exhibit C hereto.

Section 6.2.        Conditions

Precedent to Commencement. The right of the Company to commence delivering VWAP Purchase Notices under this Agreement, and the

obligation of the Investor to accept VWAP Purchase Notices delivered to the Investor by the Company under this Agreement, are subject

to the initial satisfaction, at the time of Commencement, of each of the conditions set forth in this Section 6.2.

(i)          Accuracy

of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement

shall have been true and correct when made and shall be true and correct as of the Commencement Date with the same force and effect as

if made on such date, except to the extent such representations and warranties are as of another date, in which case, such representations

and warranties shall be true and correct as of such other date.

(ii)         Performance

of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements

and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company

at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance certificate substantially

in the form attached hereto as Exhibit D (the “Compliance Certificate”).

(iii)        No

Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the

Commission or any other federal or state governmental authority for any additional information relating to the Prospectus Supplement,

or the Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Prospectus Supplement,

the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or

state governmental authority of any stop order suspending the effectiveness of the Prospectus Supplement or prohibiting or suspending

the use of the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption

from qualification of the Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding

for such purpose; or (c) the occurrence of any event or the existence of any condition or state of facts, which makes any statement

of a material fact made in the Prospectus Supplement, the Prospectus contained therein or any Prospectus Supplement thereto untrue or

which requires the making of any additions to or changes to the statements then made in the Prospectus Supplement, the Prospectus contained

therein or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or

necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in light of

the circumstances under which they were made) not misleading, or which requires an amendment to the Prospectus Supplement or a supplement

to the Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities Act or any other law. The Company

shall not have any Knowledge of any event that would reasonably be expected to have the effect of causing the suspension of the effectiveness

of the Prospectus Supplement or the prohibition or suspension of the use of the Prospectus contained therein or any Prospectus Supplement

thereto in connection with the resale of the Registrable Securities by the Investor.

(iv)       Other

Commission Filings. The Current Report shall have been filed with the Commission as required pursuant to Section 1.3. The

final Prospectus included in any post-effective amendment to the Registration Statement, and any Prospectus Supplement thereto, required

to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement

Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission in accordance with Section 1.3 and

the Registration Rights Agreement. The final Prospectus included in any New Registration Statement and in any post-effective amendment

thereto, and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 1.3

and the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date (as applicable), shall

have been filed with the Commission in accordance with Section 1.3 and the Registration Rights Agreement. All reports, schedules,

registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant

to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or

15(d) of the Exchange Act, after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with

the Commission and, if any Registrable Securities are covered by a Registration Statement on Form S-3, such filings shall have been

made within the applicable time period prescribed for such filing under the Exchange Act.

(v)         No

Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended by

the Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the Company, which

suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable notice

that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to such

date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension of,

or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to

the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction

on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock

is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing

that DTC has determined not to impose any such suspension or restriction).

(vi)       Compliance

with Laws. The Company shall have complied in all material respects with all applicable federal, state and local governmental

laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction

Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation,

the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky”

laws for the offer and sale of the Securities by the Company to the Investor and the subsequent resale of the Registrable Securities

by the Investor (or shall have the availability of exemptions therefrom).

(vii)       No

Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,

threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of, or which

would materially modify or delay any of the transactions contemplated by, the Transaction Documents.

(viii)     No

Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall have

been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Company or any Subsidiary,

or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions

contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

(ix)        Listing

of Securities. All of the Securities that have been and may be issued pursuant to this Agreement shall have been approved for

listing or quotation on the Trading Market as of the Commencement Date, subject only to notice of issuance.

(x)         No

Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have

occurred and be continuing.

(xi)        No

Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of

any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary

case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment

of a Custodian of the Company for all or substantially all of the Company’s property, or (d) made a general assignment for

the benefit of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that

(I) is for relief against the Company in an involuntary case, (II) appoints a Custodian of the Company for all or substantially

all of the Company’s property, or (III) orders the liquidation of the Company or of the Subsidiaries.

(xii)       Issuance

of the Commitment Shares. The Commitment Shares shall have been issued to Investor or its designee in accordance with Section 9.1(ii).

(xiii)      Delivery

of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable Transfer Agent

Instructions shall have been executed by the Company and delivered to and acknowledged in writing by the Transfer Agent, and the Notice

of Effectiveness relating to the Registration Statement shall have been executed by the Company’s outside counsel and delivered

to the Transfer Agent.

(xiv)      Reservation

of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, at least

200,000,000 shares of Common Stock solely for the purpose of effecting VWAP Purchases.

(xv)       Opinions

of Company Counsel. On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside

counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date

of this Agreement.

Section 6.3.        Conditions

Precedent to Purchases by Investor. The right of the Company to deliver VWAP Purchase Notices under this Agreement after the

Commencement Date, and the obligation of the Investor to accept VWAP Purchase Notices under this Agreement after the Commencement Date,

are subject to the satisfaction of each of the conditions set forth in this Section 6.3: with respect to each VWAP Purchase after

the Commencement Date, (A) at the time of delivery of the applicable VWAP Purchase Notice to the Investor and (B) immediately

prior to the applicable VWAP Purchase Commencement Time on the applicable VWAP Purchase Date for such VWAP Purchase (each such time referred

to in clauses (i) and (ii) hereof, a “Notice Delivery Time”).

(i)          Satisfaction

of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through (xv) set

forth in Section 6.2 shall be satisfied at the applicable Notice Delivery Time after the Commencement Date (with the terms “Commencement”

and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section 6.2 replaced with

“applicable Notice Delivery Time”); provided, however, that the Company shall not be required to deliver the

Compliance Certificate after the Commencement Date, except as provided in Section 6.2(ii).

(ii)         Any

Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor of the Registrable

Securities, included therein, and any post-effective amendment thereto, required to be filed by the Company with the Commission pursuant

to the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date (as applicable), in each

case shall have been declared effective under the Securities Act by the Commission and shall remain effective for the applicable Registration

Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell (a) all

of the Shares included in such New Registration Statement, and any post-effective amendment thereto, that have been issued and sold to

the Investor hereunder pursuant to all VWAP Purchase Notices (as applicable) delivered by the Company to the Investor prior to such applicable

VWAP Purchase Date, and (b) all of the Shares included in such new Registration Statement, and any post-effective amendment thereto,

that are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase,

to be effected hereunder on such applicable VWAP Purchase Date.

(iii)        Delivery

of Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective amendment

to the Registration Statement or any post-effective amendment to any Registration Statement, in each case declared effective by the Commission

after the Commencement Date, the Company shall have delivered or caused to be delivered to the Transfer Agent (a) irrevocable instructions

in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledged

in writing by the Transfer Agent and (b) the Notice of Effectiveness, in each case modified as necessary to refer to such Registration

Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securities included therein

as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement.

(iv)       No

Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the

Commission or any other federal or state governmental authority for any additional information relating to the Registration Statement

or any post-effective amendment thereto, or any New Registration Statement or any post-effective amendment thereto, or the Prospectus

contained in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal

or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or any post-effective amendment

thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto,

or of the suspension of qualification or exemption from qualification of the Securities for offering or sale in any jurisdiction, or

the initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any event or the existence

of any condition or state of facts, which makes any statement of a material fact made in the Registration Statement or any post-effective

amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires

the making of any additions to or changes to the statements then made in the Registration Statement or any post-effective amendment thereto,

or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in order to state a material fact required by

the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus

or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, or which requires an amendment

or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained

in any of the foregoing or any Prospectus Supplement thereto to comply with the Securities Act or any other law (other than the transactions

contemplated by the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase, to be effected

hereunder on such applicable VWAP Purchase Date, and the settlement thereof). The Company shall not have any Knowledge of any event that

would reasonably be expected to have the effect of causing the suspension of the effectiveness of the Registration Statement or any post-effective

amendment thereto, or the prohibition or suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus

Supplement thereto in connection with the resale of the Registrable Securities by the Investor.

(v)        Other

Commission Filings. The final Prospectus included in any post-effective amendment to any Prospectus required to be filed by the

Company with the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement Date and prior

to the applicable VWAP Purchase Date, shall have been filed with the Commission in accordance with Section 1.3 and the Registration

Rights Agreement. The final Prospectus included in any New Registration Statement and in any post-effective amendment thereto, and any

Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration

Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission

in accordance with Section 1.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements,

information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements

of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange

Act, after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission and, if any

Registrable Securities are covered by a Registration Statement on Form S-3, such filings shall have been made within the applicable

time period prescribed for such filing under the Exchange Act.

(vi)        No

Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended by

the Commission, the Trading Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company, which

suspension shall be terminated prior to the applicable VWAP Purchase Date, the Company shall not have received any final and non-appealable

notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to

such date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect

to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or

restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the

Common Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company

in writing that DTC has determined not to impose any such suspension or restriction).

(vii)       Certain

Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall not (a) exceed

the applicable VWAP Purchase Maximum Amount, or (b) cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded.

(viii)      Shares

Authorized and Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall have been duly authorized

by all necessary corporate action of the Company. All Shares relating to all prior VWAP Purchase Notices required to have been received

by the Investor as DWAC Shares under this Agreement prior to the applicable Notice Delivery Time for the applicable VWAP Purchase (as

applicable) shall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.

(ix)        Bring

Down Opinions of Company Counsel. The Investor shall have received (a) all Bring Down Opinions from outside counsel to the

Company for which the Company was obligated to instruct their outside counsel to deliver to the Investor prior to the applicable Notice

Delivery Time for the applicable VWAP Purchase (as applicable) and (b) all Compliance Certificates from the Company that the Company

was obligated to deliver to the Investor prior to the applicable Notice Delivery Time for the applicable VWAP Purchase, in each case

in accordance with Section 5.15.

Article VII

TERMINATION

Section 7.1.        Automatic

Termination; Termination by Consent. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically,

without any further action or notice by any Person, on the earliest to occur of (i) the expiration of the Registration Statement

pursuant to Rule 415(a)(5) of the Securities Act, (ii) the date on which the Investor shall have purchased the Aggregate

Limit of Shares pursuant to this Agreement, (iii) the date on which the Common Stock shall have failed to be listed or quoted on

the Trading Market or any Eligible Market, (iv) the thirtieth (30th) Trading Day next following the date on which, pursuant

to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the

Company, in each case that is not discharged or dismissed prior to such thirtieth (30th) Trading Day, and (v) the date

on which, pursuant to or within the meaning of any Bankruptcy Law, a Custodian is appointed for the Company or for all or substantially

all of its property, or the Company makes a general assignment for the benefit of its creditors. Subject to Section 7.3, this Agreement

may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless

otherwise provided in such written consent.

Section 7.2.        Other

Termination. Subject to Section 7.3, the Company may terminate this Agreement after the Commencement Date effective upon

one (1) Trading Day’s prior written notice to the Investor in accordance with Section 9.4; provided, however,

that (i) the Company shall have paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 9.1

of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement,

with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press

release or other disclosure, which consent shall not be unreasonably delayed or withheld. Subject to Section 7.3, this Agreement

may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless

otherwise provided in such written consent. Subject to Section 7.3, the Investor shall have the right to terminate this Agreement

effective upon ten (10) Trading Days’ prior written notice to the Company in accordance with Section 9.4, if: (a) any

condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (b) a Fundamental

Transaction shall have occurred; (c) the Registration Statement is not filed by the applicable Filing Deadline therefor or declared

effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) therefor, or the

Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement,

and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days

after notice of such failure, breach or default is delivered to the Company pursuant to Section 9.4; (d) while a Registration

Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration

Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of such Registration Statement, or any post-effective

amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop order by the Commission) or such Registration

Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes

unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the

Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days, other than due

to acts of the Investor; (e) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible

Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of

three (3) consecutive Trading Days; or (f) the Company is in material breach or default of this Agreement, and, if such breach

or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default

is delivered to the Company (as applicable) pursuant to Section 9.4. Unless notification thereof is required elsewhere in this Agreement

(in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event

later than 24 hours) notify the Investor (and, if required under Applicable Law, including, without limitation, Regulation FD promulgated

by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on

an Eligible Market, the rules and regulations of such Eligible Market), the Company shall publicly disclose such information in

accordance with Regulation FD and the applicable rules and regulations of the Trading Market, or the applicable rules and regulations

of such Eligible Market, as applicable) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Section 7.3.        Effect

of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2,

written notice thereof shall forthwith be given to the other party as provided in Section 9.4 and the transactions contemplated

by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 7.1

or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV

(Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII

(Termination) shall remain in full force and effect indefinitely notwithstanding such termination and (ii) so long as the Investor

owns any Securities, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and

effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no

termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement

date related to any pending VWAP Purchase Notice that has not been fully settled in accordance with the terms and conditions of this

Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise

affect any of the parties’ respective rights or obligations under the Transaction Documents with respect to any pending VWAP Purchase,

and that the parties shall fully perform their respective obligations with respect to any such pending VWAP Purchase under the Transaction

Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit,

alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement,

all of which shall survive any such termination, or (iii) affect the Investor Expense Reimbursement paid to the Investor, all of

which shall be non-refundable when paid as of the Closing Date pursuant to Section 9.1(i), regardless of whether any VWAP Purchases

are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 7.3 shall be deemed to release

the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents

to which it is a party, or to impair the respective rights of the Company and the Investor to compel specific performance by the other

party of its obligations under the Transaction Documents to which it is a party.

Article VIII

INDEMNIFICATION

Section 8.1.        Indemnification

of Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Securities hereunder

and in addition to all of the other respective obligations of the Company under the Transaction Documents to which it is a party, subject

to the provisions of this Section 8.1, the Company shall indemnify and hold harmless the Investor, each of its directors, officers,

shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controls the

Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the respective

directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons

(each, an “Investor Party”), from and against all losses, liabilities, obligations, claims, contingencies,

damages, costs and expenses (including all judgments, amounts paid in settlement, court costs, reasonable attorneys’ fees and costs

of defense and investigation) (collectively, “Damages”) that any Investor Party may suffer or incur as a result

of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this

Agreement or in the other Transaction Documents to which it is a party or (b) any action, suit, claim or proceeding (including for

these purposes a derivative action brought on behalf of the Company) instituted against such Investor Party arising out of or resulting

from the execution, delivery, performance or enforcement of the Transaction Documents, other than claims for indemnification within the

scope of Section 6 of the Registration Rights Agreement; provided, however, that (x) the foregoing indemnity

shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from any acts

or failures to act, undertaken or omitted to be taken by such Investor Party through its fraud, bad faith, gross negligence, or willful

or reckless misconduct.

The Company shall reimburse

any Investor Party promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses

reasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding, whether at law or in equity,

to enforce compliance by the Company with any provision of the Transaction Documents to which it is a party or (ii) any other any

action, suit, claim or proceeding, whether at law or in equity, with respect to which it is entitled to indemnification under this Section 8.1;

provided that the Investor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent

a court of competent jurisdiction determines that any Investor Party was not entitled to such reimbursement.

An Investor Party’s

right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company set forth

in the Transaction Documents to which it is a party shall not in any way be affected by any investigation or knowledge of such Investor

Party. Such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an

Investor Party knew or should have known that any representation or warranty might be inaccurate or that the Company failed to comply

with any agreement or covenant. Any investigation by such Investor Party shall be for its own protection only and shall not affect or

impair any right or remedy hereunder.

To the extent that the foregoing

joint and several undertakings by the Company set forth in this Section 8.1 may be unenforceable for any reason, the Company shall

make the maximum contribution to the payment and satisfaction of each of the Damages which is permissible under Applicable Law.

Section 8.2.        Indemnification

Procedures. Promptly after an Investor Party receives notice of a claim or the commencement of an action for which the Investor

Party intends to seek indemnification under Section 8.1, the Investor Party will notify the Company in writing of the claim or commencement

of the action, suit or proceeding; provided, however, that failure to notify the Company will not relieve the Company from

liability under Section 8.1, except to the extent it has been materially prejudiced by the failure to give notice. The Company will

be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if

the Company acknowledges in writing the obligation to indemnify the Investor Party against whom the claim or action is brought, the Company

may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After

the Company notifies the Investor Party that the Company wishes to assume the defense of a claim, action, suit or proceeding, the Company

will not be liable for any further legal or other expenses incurred by the Investor Party in connection with the defense against the

claim, action, suit or proceeding except that if, in the opinion of counsel to the Investor Party, it would be inappropriate under the

applicable rules of professional responsibility for the same counsel to represent both the Company and such Investor Party. In such

event, the Company will pay the reasonable fees and expenses of no more than one separate counsel for all such Investor Parties promptly

as such fees and expenses are incurred. Each Investor Party, as a condition to receiving indemnification as provided in Section 8.1,

will cooperate in all reasonable respects with the Company in the defense of any action or claim as to which indemnification is sought.

The Company will not be liable for any settlement of any action effected without its prior written consent, which consent shall not be

unreasonably withheld, delayed or conditioned. The Company will not, without the prior written consent of the Investor Party, effect

any settlement of a pending or threatened action with respect to which an Investor Party is, or is informed that it may be, made a party

and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the Investor Party

from all liability and claims which are the subject matter of the pending or threatened action.

The remedies provided for

in this Article VIII are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor

Party at law or in equity.

Article IX

MISCELLANEOUS

Section 9.1.        Certain

Fees and Expenses; Commencement Irrevocable Transfer Agent Instructions.

(i)          Certain

Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement;

provided, however, that immediately following the execution of this Agreement, the Company shall pay, by wire transfer

of immediately available funds to an account designated by the Investor, an amount equal to $25,000 to be applied against the Investor’s

reasonable out-of-pocket expenses, including the legal fees and disbursements of the Investor’s legal counsel, incurred by the

Investor in connection with the preparation, negotiation, execution and delivery of the Transaction Documents by the Investor and its

due diligence investigation of the Company (such amount, the “Investor Expense Reimbursement”). For the avoidance

of doubt, the Investor Expense Reimbursement, shall be non-refundable when paid as of the Closing Date, regardless of whether any VWAP

Purchases are made or settled hereunder or any subsequent termination of this Agreement. The Company shall pay all U.S. federal, state

and local stamp and other similar transfer and other taxes and duties levied in connection with issuance of the Securities pursuant hereto.

(ii)         Commitment

Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue the Commitment

Shares to the Investor or its designee not later than 4:00 p.m. (New York City time) on the [tenth (10th) Trading Day

immediately following] the date hereof. The Commitment Shares shall be included in the Registration Statement. For the avoidance of doubt,

all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any VWAP Purchases are effected hereunder

and regardless of any subsequent termination of this Agreement. The Commitment Shares shall constitute Registrable Securities and shall

be included in the Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and

the Registration Rights Agreement.

(iii)        Irrevocable

Transfer Agent Instructions; Notice of Effectiveness. Upon the effectiveness of the Registration Statement, the Company shall

deliver or cause to be delivered to the Transfer Agent (and thereafter, shall deliver or cause to be delivered to any subsequent transfer

agent of the Company), (i) irrevocable instructions executed by the Company and acknowledged in writing by the Transfer Agent (the

“Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness in the form

attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness”), in each case directing

the Transfer Agent to issue to the Investor or its designee all of the Shares and any shares of Common Stock issuable upon the conversion

of the Commitment Shares as DWAC Shares in accordance with this Agreement and the Registration Rights Agreement. With respect to any

post-effective amendment to the Registration Statement or any post-effective amendment to any New Registration Statement, in each case

declared effective by the Commission after the Commencement Date, the Company shall deliver or cause to be delivered to the Transfer

Agent (and thereafter, shall deliver or cause to be delivered to any subsequent transfer agent of the Company) (i) irrevocable instructions

in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledged

in writing by the Transfer Agent and (ii) the Notice of Effectiveness, in each case modified as necessary to refer to such Registration

Statement or post-effective amendment and the Registrable Securities included therein. For the avoidance of doubt, all Shares and any

shares of Common Stock issuable upon the conversion of the Commitment Shares to be issued from and after Commencement to or for the benefit

of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares. The Company represents

and warrants to the Investor that, while this Agreement is effective, no instruction other than those referred to in this Section 9.1(iii) will

be given by the Company to the Transfer Agent, or any successor transfer agent of the Company, with respect to the Shares or shares of

Common Stock issuable upon the conversion of the Commitment Shares from and after Commencement, and the Shares covered by any New Registration

Statement or post-effective amendment thereof, as applicable, shall otherwise be freely transferable on the books and records of the

Company and no stop transfer instructions shall be maintained against the transfer thereof. The Company agrees that if the Company fails

to fully comply with the provisions of this Section 9.1(iii) within three (3) Trading Days after the date on which the

Investor has provided the deliverables referred to above that the Investor is required to provide to the Company or the Transfer Agent,

the Company shall, at the Investor’s written instruction, purchase from the Investor all shares of Common Stock purchased or acquired

by the Investor pursuant to this Agreement that contain restrictive legends at the greater of (i) the purchase price paid for such

shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written

instruction.

Section 9.2.        Specific

Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.

(i)          The

Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement

were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company, on

the one hand, and the Investor, on the other hand, shall be entitled to an injunction or injunctions to prevent or cure breaches of the

provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of

showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which either

party may be entitled by law or equity.

(ii)         Each

of the Company and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts of

the United States sitting in the State of New York for the purposes of any suit, action or proceeding arising out of or relating to this

Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue

of the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit,

action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees

that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 9.2 shall

affect or limit any right to serve process in any other manner permitted by law.

(iii)        EACH

OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT

OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN TO ENTER INTO THIS AGREEMENT

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.2.

Section 9.3.        Entire

Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect to the subject

matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral

and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative

to subject matter hereof not expressly set forth in the Transaction Documents. The Disclosure Schedule and all exhibits to this Agreement

are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.

Section 9.4.        Notices.

Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall

be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if delivered on a business

day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered

other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day

following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,

whichever shall first occur. The address for such communications shall be:

If to the Company:

SMARTKEM, Inc.

Manchester Technology Center, Hexagon Tower

Delaunays Road, Blackley

Manchester, M9 8GQ U.K.

Attention: Barbra Keck, CFO

With a copy (which shall

not constitute notice) to:

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Attention: Richard A. Friedman, Esq

If to the Investor:

With a copy (which shall

not constitute notice) to:

Meister Seelig & Fein PLLC

125 Park Avenue, 7th Floor

New York, NY 10017

Attention: Louis Lombardo, Esq.

Either party hereto may from time to time change

its address for notices by giving at least five (5) days’ advance written notice of such changed address to the other party

hereto.

Section 9.5.        Waivers.

No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading Day immediately preceding

the filing of the Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement

may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or

delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise

of any such power, right or privilege preclude other or further exercises thereof or of any other right, power or privilege.

Section 9.6.        Amendments.

No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading Day immediately preceding

the filing of the Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement

may be amended other than by a written instrument signed by both parties hereto.

Section 9.7.        Headings.

The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement

for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly indicates otherwise,

each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”

“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without

limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this

entire Agreement instead of just the provision in which they are found.

Section 9.8.        Construction.

The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party

shall not be employed in the interpretation of the Transaction Documents. In addition, each and every reference to share prices and number

of shares of Common Stock in any Transaction Document shall, in all cases, be subject to adjustment for any stock splits, stock combinations,

stock dividends, recapitalizations, reorganizations and other similar transactions that occur on or after the date of this Agreement.

Any reference in this Agreement to “Dollars” or “$” shall mean the lawful currency of the United States of America.

Any references to “Section” or “Article” in this Agreement shall, unless otherwise expressly stated herein, refer

to the applicable Section or Article of this Agreement.

Section 9.9.        Binding

Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder to any Person.

Section 9.10.      No

Third Party Beneficiaries. Except as expressly provided in Article VIII, this Agreement is intended only for the benefit

of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any

other Person.

Section 9.11.      Governing

Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive laws of the

State of New York, without giving effect to the choice of law provisions of such state that would cause the application of the laws of

any other jurisdiction.

Section 9.12.      Survival.

The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the

execution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions

of Article IV (Representations and Warranties of the Company), Article VII (Termination), Article VIII (Indemnification)

and this Article IX (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so

long as the Investor owns any Securities, the covenants and agreements of the Company and the Investor contained in Article V (Covenants),

shall remain in full force and effect notwithstanding such termination for a period of six (6) months following such termination.

Section 9.13.      Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile

signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with

the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and

shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

Section 9.14.      Publicity.

The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the

Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its

counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor,

its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing

or public disclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure

(i) contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same

disclosure to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement if it

contains disclosure that does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions

contemplated thereby.

Section 9.15.      Severability.

The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one

or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal

or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision

of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part

of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent

possible.

Section 9.16.      Further

Assurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company and the Investor

shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry

out and to effectuate fully the intent and purposes of this Agreement.

[Signature Pages Follow]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer

as of the date first above written.

THE COMPANY:

SMARTKEM, INC.:

By:

/s/ Ian Jenks

Name: Ian Jenks

Title: Chief Executive Officer

THE INVESTOR:

By:

Name:

Title:

ANNEX

I TO THE

COMMON STOCK PURCHASE AGREEMENT

DEFINITIONS

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control

with a Person, as such terms are used in and construed under Rule 144. With respect to the Investor, without limitation, any Person

owning, owned by, or under common ownership with the Investor, and any investment fund or managed account that is managed on a discretionary

basis by the same investment manager as the Investor will be deemed to be an Affiliate.

“Aggregate Limit”

shall have the meaning assigned to such term in Section 2.4(a).

“Agreement”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Applicable

Laws” shall have the meaning assigned to such term in Section 4.13.

“Bankruptcy Law”

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

“Beneficial Ownership

Limitation” shall have the meaning assigned to such term in Section 2.5.

“Bloomberg”

means Bloomberg, L.P.

“Bring Down Opinion”

shall have the meaning assigned to such term in Section 5.15.

“Broker-Dealer”

shall have the meaning assigned to such term in Section 5.13.

“Bylaws”

shall have the meaning assigned to such term in Section 4.4.

“Charter”

shall have the meaning assigned to such term in Section 3.3.

“Closing”

shall have the meaning assigned to such term in Section 1.2

“Closing Date”

means the date of this Agreement.

“Closing Sale

Price” means, for the Common Stock as of any date, the greater of (i) the then current book value of the Common Stock,

and (ii) the last closing trade price for the Common Stock on the Trading Market (or, if the Common Stock is then listed on an Eligible

Market, on such Eligible Market), as reported by Bloomberg, or, if the Trading Market (or such Eligible Market, as applicable) begins

to operate on an extended hours basis and does not designate the closing trade price for the Common Stock, then the last trade price

for the Common Stock prior to 4:00 p.m., New York City time, as reported by Bloomberg. All such determinations shall be appropriately

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

“Code”

means the Internal Revenue Code of 1986, as amended.

“Commencement”

shall have the meaning assigned to such term in Section 2.1

“Commencement

Date” shall have the meaning assigned to such term in Section 2.1.

“Commencement

Irrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 9.1(iii).

“Commission”

means the U.S. Securities and Exchange Commission or any successor entity.

“Commission Documents”

shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished

to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished

to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and which hereafter shall be filed with

or furnished to the Commission by the Company, including, without limitation, the Current Report, (2) each Registration Statement,

as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (3) all

information contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference

therein.

“Commitment Shares”

means $10,000,000 worth of Series A Preferred Stock valued at the initial purchase price of such stock to be issued to the Investor

or its designee pursuant to Section 9.1(ii) hereof.

“Common Stock”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Common Stock

Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Compliance Certificate”

shall have the meaning assigned to such term in Section 6.2(ii).

“Current Report”

shall have the meaning assigned to such term in Section 1.3.

“Custodian”

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

“Damages”

shall have the meaning assigned to such term in Section 8.1.

“Dilutive Issuance”

shall have the meaning assigned to such term in Section 5.6(ii).

“Disclosure Schedule”

shall have the meaning assigned to such term in Section 4.1.

“Disqualification

Event” shall have the meaning assigned to such term in Section 4.37.

“DTC”

means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.

“DWAC”

shall have the meaning assigned to such term in Section 3.10.

“DWAC

Shares” means shares of Common Stock issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely

tradable and transferable and without restriction on resale and without stop transfer instructions maintained against the transfer thereof

and (iii) timely credited by the Company to the Investor’s or its designated Broker-Dealer at which the account or

accounts to be credited with the Securities being purchased by Investor are maintained specified DWAC account with DTC under its Fast

Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“EDGAR”

means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“Effective Date”

means, with respect to the Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (or any

post-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights

Agreement (or any post-effective amendment thereto), as applicable, the date on which the Registration Statement (or any post-effective

amendment thereto) is declared effective by the Commission.

“Effectiveness

Deadline” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Eligible Market”

means The New York Stock Exchange American, Nasdaq Capital Market (“NCM”), The Nasdaq Global Market, or The Nasdaq Global

Select Market (or any nationally recognized successor to any of the foregoing).

“Environmental

Laws” shall have the meaning assigned to such term in Section 4.16 hereof.

“Exchange Act”

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

“Exempt Issuance”

means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of

the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority

of the members of a committee of the Board of Directors established for such purpose, (b) (1) any Securities issued to the

Investor pursuant to this Agreement, (2) any securities issued upon the exercise or exchange of or conversion of any shares of Common

Stock or Common Stock Equivalents held by the Investor at any time, or (3) any securities issued upon the exercise or exchange of

or conversion of any Common Stock Equivalents that are issued and outstanding on the date of this Agreement, which for purposes hereof,

shall include but not be limited to any securities issued or issuable pursuant to that certain Securities Purchase Agreement relating

to the Series A Preferred Stock executed on or about the date hereof (“the “March SPA”) by and between

the Company and the purchasers identified on the signature pages thereto, provided that such securities referred to in this clause

(3) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise

price, exchange price or conversion price of such securities, other than as approved by the Required Holders pursuant to the terms of

the March SPA (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic

transactions approved by the Company’s Board of Directors or a majority of the members of a committee of directors established

for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable

Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is,

itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall

provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company

is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities,

or (d) Common Stock issued by the Company by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under

the Securities Act, exclusively through a registered broker-dealer, as the Company’s sales agent, pursuant to one or more written

agreements between the Company and such registered broker-dealer.

“FCPA”

shall have the meaning assigned to such term in Section 4.33.

“Filed Commission

Document” shall have the meaning assigned to such term in Section 4.6.

“Filing Deadline”

shall have the meaning assigned to such term in the Registration Rights Agreement.

“FINRA”

means the Financial Industry Regulatory Authority.

“Floor Price”

means a price equal to 80% of the Closing Sale Price on the Trading Day the applicable VWAP Purchase Notice is delivered to Investor.

“Fundamental

Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions,

(1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result

that the holders of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less

than 50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer,

convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take

action to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of the Company’s Voting

Stock representing more than 50% of the total voting power of the Company’s Voting Stock (excluding any Voting Stock held by the

Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange

offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires Voting Stock of the Company

representing more than 50% of the total voting power of the Company’s Voting Stock (not including any Voting Stock held by the

other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or

share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any

“person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange

Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

of Voting Stock of the Company representing more than 50% of the total voting power of the Company’s Voting Stock.

“GAAP”

shall have the meaning assigned to such term in Section 4.6(b).

“Investment Period”

means the period commencing on the Effective Date of the Registration Statement and expiring on the date this Agreement is terminated

pursuant to Article VII.

“Investor”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Investor Expense

Reimbursement” shall have the meaning assigned to such term in Section 9.1(i).

“Investor Party”

shall have the meaning assigned to such term in Section 8.1.

“Issuer Covered

Person” shall have the meaning assigned to such term in Section 4.37.

“IT Systems”

shall have the meaning assigned to such term in Section 4.36.

“Knowledge”

means, with respect to the Company, the actual knowledge of the Company’s Chairperson, Chief Executive Officer, Chief Financial

Officer and Treasurer, in each case after reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries

under their direct supervision who would reasonably be expected to have knowledge or information with respect to the matter in question.

“Material Adverse

Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results

of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material

adverse effect that resulted primarily from (A) any change in the United States or foreign economies or securities or financial

markets in general, (B) any change that generally affects the industry in which the Company and its Subsidiaries operate, (C) any

change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation

or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof,

(D) any action taken by the Investor, its Affiliates or its or their successors and assigns with respect to the transactions contemplated

by this Agreement and the Registration Rights Agreement, (E) the effect of any change in applicable laws or accounting rules, or

(F) any change resulting from compliance with terms of this Agreement or the Registration Rights Agreement or the consummation of

the transactions contemplated by this Agreement and the Registration Rights Agreement, or (iii) the Company’s ability to perform

in any material respect on a timely basis its obligations under any Transaction Document to which it is a party to be performed as of

the date of determination.

“Material Agreements”

shall have the meaning assigned to such term in Section 4.17.

“Money Laundering

Laws” shall have the meaning assigned to such term in Section 4.34.

“New Registration

Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Notice Delivery

Time” shall have the meaning assigned to such term in Section 6.3.

“Notice of Effectiveness”

shall have the meaning assigned to such term in Section 9.1(iv).

“OFAC”

shall have the meaning assigned to such term in Section 4.35.

“Person”

means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,

trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

“Personal Data”

shall have the meaning assigned to such term in Section 4.36.

“Prospectus”

means the prospectus in the form included in a Registration Statement, as supplemented from time to time by any Prospectus Supplement,

including the documents incorporated by reference therein.

“Prospectus Supplement”

means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under

the Securities Act, including the documents incorporated by reference therein.

“Reference Period”

shall have the meaning assigned to such term in Section 5.6(ii).

“Reference Price”

shall have the meaning assigned to such term in Section 5.6(ii).

“Registrable

Securities” shall have the meaning assigned to such term in the Registration Rights Agreement, and shall include the Common

Stock issuable upon the conversion of the Commitment Shares.

“Registration

Rights Agreement” shall have the meaning assigned to such term in the recitals hereof.

“Regulation D”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Restricted Period”

shall have the meaning assigned to such term in Section 5.9(i).

“Restricted Person”

shall have the meaning assigned to such term in Section 5.9(i).

“Restricted Persons”

shall have the meaning assigned to such term in Section 5.9(i).

“Rule 144”

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

or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect.

“Sale Price”

means any trade price for a share of Common Stock executed on the Trading Market (or if the Common Stock is then traded on an Eligible

Market, on such Eligible Market) between 4:00 a.m., New York City time, or such other time publicly announced by the Trading Market or

such other Eligible Market, as the case may be, and ending at 8:00 p.m., New York City time, on the applicable Purchase Date, as reported

by Bloomberg.

“Sanctioned Countries”

shall have the meaning assigned to such term in Section 4.35.

“Sanctioned Country”

shall have the meaning assigned to such term in Section 4.35.

“Sanctioned Persons”

shall have the meaning assigned to such term in Section 4.35.

“Sanctions”

shall have the meaning assigned to such term in Section 4.35.

“Section 4(a)(2)”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Securities”

means, collectively, the Shares and the Commitment Shares.

“Securities Act”

shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Series A

Preferred Stock” means that series of convertible preferred stock of the Company designated as Series A Convertible

Preferred Stock, $0.001 par value per share, the terms of which are set forth in the certificate of designations of preferences and rights

for such series of preferred stock in the form attached hereto as Exhibit A.

“Shares”

shall mean the shares of Common Stock that are and/or may be purchased by the Investor under this Agreement pursuant to one or more VWAP

Purchase Notices, but not including the shares of Common Stock issuable upon the conversion of the Commitment Shares.

“Short Sales”

shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.

“Stock Plan”

shall have the meaning assigned to such term in Section 4.22.

"Stockholder Approval"

means the approval of the stockholders of the Company, obtained in accordance with the applicable rules and regulations of the Trading

Market, including, without limitation, Nasdaq Listing Rule 5635(d), authorizing the issuance of shares of Common Stock pursuant

to this Agreement in excess of the number of shares that may be issued without such approval under the applicable rules and regulations

of the Trading Market (including, without limitation, the Exchange Cap, as such term is understood under Nasdaq Listing Rule 5635(d)).

“Subsidiary”

and “Subsidiaries” shall have the meanings assigned to such terms in Section 4.7.

“Total Purchase

Commitment” shall have the meaning assigned to such term in Section 1.1.

“Trading Day”

shall mean any day on which the Trading Market or, if the Common Stock is then listed on an Eligible Market, such Eligible Market is

open for trading, including any day on which the Trading Market (or such Eligible Market, as applicable) is open for trading for a period

of time less than the customary time.

“Trading Market”

means the Nasdaq Capital Market (or any nationally recognized successor thereto).

“Transaction

Documents” means, collectively, this Agreement (as qualified by the Disclosure Schedule) and the exhibits hereto, the Registration

Rights Agreement and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto

in connection with the transactions contemplated hereby and thereby.

“Transfer Agent”

means Equiniti Trust Company, LLC, or such other Person who is then serving as the transfer agent for the Company in respect of the Common

Stock.

“Variable Rate

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

into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents

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

prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities, or (B) with

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

or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company

or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution

provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock

split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock

or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance

of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business

of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization,

non-cash dividend, stock split or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back,

price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right,

other than in connection with a “fundamental transaction”) that provides for the issuance of additional equity securities

of the Company or the payment of cash by the Company, or (iii) enters into any agreement with any Person other than the Investor

or an Affiliate of the Investor, including, but not limited to, an “equity line of credit” or “at the market offering”

or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock

or Common Stock Equivalents at a future determined price.

“Voting Stock”

means securities of any class or kind having the power to vote generally for the election of directors, managers or other voting members

of the governing body of the Company or any successor thereto.

“VWAP”

means, for the Common Stock for a specified period, the dollar volume-weighted average price for the Common Stock on the Trading Market

(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market), for such period, as reported by Bloomberg through

its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,

recapitalization or other similar transaction during such period.

“VWAP Purchase”

shall have the meaning assigned to such term in Section 2.2.

“VWAP Purchase

Commencement Time” means, with respect to a VWAP Purchase made pursuant to Section 2.2, 4:00 a.m., New York City time,

on the applicable VWAP Purchase Date, or such other time publicly announced by the Trading Market (or, if the Common Stock is then listed

on an Eligible Market, by such Eligible Market) as the official open (or commencement) of trading on the Trading Market (or such Eligible

Market, as applicable) on such applicable VWAP Purchase Date.

“VWAP Purchase

Confirmation” shall have the meaning assigned to such term in Section 2.2 and shall be in the form attached hereto

as Annex 2.2B.

“VWAP Purchase

Date” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the Trading Day on which the Investor receives,

after 6:00 p.m. (New York City time) on the day immediately preceding such Trading Day but prior to 9:00 a.m. (New York City

time) on such VWAP Purchase Date, a valid VWAP Purchase Notice for such VWAP Purchase in accordance with this Agreement.

“VWAP Purchase

Maximum Amount” means, with respect to a VWAP Purchase made pursuant to Section 2.2, subject to the Beneficial Ownership

Limitation, a number of shares of Common Stock equal to 30% of the trading volume in the Company’s Common Stock on the NCM during

the applicable VWAP Purchase Period on the applicable VWAP Purchase Date.

“VWAP Purchase

Notice” means, with respect to a VWAP Purchase made pursuant to Section 2.2, an irrevocable written notice delivered

by the Company to the Investor directing the Investor to purchase a VWAP Purchase Share Amount (such specified VWAP Purchase Share Amount

subject to adjustment as set forth in Section 3.2 as necessary to give effect to the VWAP Purchase Maximum Amount), at the applicable

VWAP Purchase Price therefor on the applicable VWAP Purchase Date for such VWAP Purchase in accordance with this Agreement.

“VWAP Purchase

Period” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the period on the applicable VWAP Purchase

Date for such VWAP Purchase beginning at the applicable VWAP Purchase Commencement Time and ending at the applicable VWAP Purchase Termination

Time.

“VWAP Purchase

Price” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the purchase price per Share to be purchased

by the Investor in such VWAP Purchase equal to the lesser of ninety percent (90%) of (i) the lowest sale price of the Common Stock

on the applicable VWAP Purchase Date and (ii) the VWAP during the applicable VWAP Purchase Period.

“VWAP Purchase

Share Amount” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the number of Shares to be purchased

by the Investor in such VWAP Purchase as specified by the Company in the applicable VWAP Purchase Notice, which number of Shares shall

not exceed the applicable VWAP Purchase Maximum Amount.

“VWAP Purchase

Share Percentage” means, with respect to a VWAP Purchase made pursuant to Section 2.2, thirty percent (30%).

“VWAP Purchase

Share Volume Maximum” means, with respect to a VWAP Purchase made pursuant to Section 2.2, a number of shares of Common

Stock equal to (i) the number of Shares specified by the Company in the applicable VWAP Purchase Notice as the VWAP Purchase Share

Amount to be purchased by the Investor in such VWAP Purchase, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately

adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

“VWAP Purchase

Termination Time” means, with respect to a VWAP Purchase made pursuant to Section 2.2, the earliest of (i) 2:00

p.m., New York City time, on the applicable VWAP Purchase Date, or such other time publicly announced by the Trading Market (or, if the

Common Stock is then listed on an Eligible Market, by such Eligible Market) as the official close of trading on the Trading Market on

such applicable VWAP Purchase Date, (ii) such time, from and after the VWAP Purchase Commencement Time for such VWAP Purchase, that

the trading volume of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market,

on such Eligible Market) has exceeded the applicable VWAP Purchase Share Volume Maximum and (iii) such time, from and after the

VWAP Purchase Commencement Time for such VWAP Purchase, that any sale price of the Common Stock traded on the Trading Market (or, if

the Common Stock is then listed on an Eligible Market, on such Eligible Market) has fallen below the applicable Floor Price for such

applicable VWAP Purchase.

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2610643d1_ex10-4.htm · Sequence: 7

Exhibit 10.4

REGISTRATION

RIGHTS AGREEMENT

This

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30, 2026, is by and between  (the “Investor”), and SMARTKEM, Inc.,

a Delaware corporation (the “Company”).

RECITALS

A.            The

Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase

Agreement”), pursuant to which the Company may issue to the Investor, from time to time, up to the lesser of (a) $500,000,000

and (b) 19.99% of the Company’s outstanding common stock, par value $0.0001 per share (the “Common Stock”)

as of the date of this Agreement, unless Stockholder Approval (as defined in the Purchase Agreement) is obtained.

B.            Pursuant

to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to

the Investor the Commitment Shares in accordance with the terms of the Purchase Agreement.

C.            Pursuant

to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and

deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable

Securities (as defined herein) as set forth herein.

AGREEMENT

NOW,

THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase

Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be

legally bound hereby, the Company and the Investor hereby agree as follows:

1. Definitions.

Capitalized terms used herein

and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the

following terms shall have the following meanings:

(a)            “Agreement”

shall have the meaning assigned to such term in the preamble of this Agreement

(b)            “Allowable

Grace Period” shall have the meaning assigned to such term in Section 3(n).

Sky Filing” shall have the meaning assigned to such term in Section 6(a).

(d)            “Business

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

or required by law to remain closed.

(e)            “Claims”

shall have the meaning assigned to such term in Section 6(a).

(f)            “Commission”

means the U.S. Securities and Exchange Commission or any successor entity.

(g)            “Common

Stock” shall have the meaning assigned to such term in the recitals to this Agreement.

(h)            “Company”

shall have the meaning assigned to such term in the preamble of this Agreement.

(i)            “Effective

Date” means the date that the applicable Registration Statement has been declared effective by the Commission.

(j)            “Effectiveness

Deadline” means (i) with respect to any Registration Statement that may be required to be filed by the Company pursuant

to this Agreement, the earlier of (A) the sixtieth (60th) calendar day following the date on which the Company files such

Registration Statement, if such Registration Statement is subject to review by the Commission, and (B) the third (3rd)

Business Day following the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration

Statement will not be reviewed.

(k)            “Filing

Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(c),

the tenth (10th) day following the Company’s filing with the Commission of its annual report on Form 10-K for the

year-ended December 31. 2025, and (ii) with respect to any New Registration Statements that may be required to be filed by the

Company pursuant to this Agreement, the tenth (10th) Business Day following the sale of substantially all of the Registrable

Securities covered by, as applicable, the Initial Registration Statement or the most recent prior New Registration Statement.

(l)            “Indemnified

Damages” shall have the meaning assigned to such term in Section 6(a).

(m)            “Investor”

shall have the meaning assigned to such term in the preamble of this Agreement.

(n)            “Investor

Party” and “Investor Parties” shall have the meaning assigned to such terms in Section 6(a).

(o)            “Legal

Counsel” shall have the meaning assigned to such term in Section 2(b).

(p)            “New

Registration Statement” shall have the meaning assigned to such term in Section 2(a).

(q)            “Person”

means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,

trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

(r)            “Prospectus”

means the prospectus in the form included in the Registration Statement, as supplemented from time to time by any Prospectus Supplement,

including the documents incorporated by reference therein.

(s)            “Prospectus

Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under

the Securities Act, including the documents incorporated by reference therein.

(t)            “Purchase

Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

(u)            “register,”

“registered,” and “registration” refer to a registration effected by preparing and

filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of

effectiveness of such Registration Statement(s) by the Commission.

(v)            “Registrable

Securities” means all of (i) the Shares, (ii) the shares of Common Stock issuable upon conversion of the Commitment

Shares, as fully earned as of the date hereof and (iii) any securities of the Company issued or issuable with respect to such Shares

or Commitment Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange

or similar event or otherwise and (2) shares of capital stock of the Company into which the Common Stock are converted or exchanged

and shares of a successor entity into which the Common Stock are converted or exchanged, in each case until such time as such securities

cease to be Registrable Securities pursuant to Section 2(f).

(w)            “Registration

Period” shall have the meaning assigned to such term in Section 3(a).

(x)            “Registration

Statement” means any registration statement on Form S-1 (or any successor form) required to be filed by the Company

under the Securities Act that registers the Registrable Securities, as such registration statement or registration statements may be amended

and supplemented from time to time, including all documents filed as part thereof or incorporated by reference therein.

(y)            “Rule 144”

means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any

other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of the

Company to the public without registration.

(z)            “Rule 415”

means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any

other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.

(aa)      “Staff”

shall have the meaning assigned to such term in Section 2(e).

(bb)      “Violations”

shall have the meaning assigned to such term in Section 6(a).

2. Registration.

(a)            Mandatory

Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the

Commission a Registration Statement covering (i) all of the Commitment Shares and (ii) the maximum number of additional Registrable

Securities as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations and interpretations,

and Nasdaq rules, so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act

at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”). The Prospectus

included in the Initial Registration Statement shall contain the “Selling Shareholder” and “Plan of Distribution”

sections in substantially the form attached hereto as Exhibit B.

(b)            Legal

Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely

on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Meister Seelig &

Fein PLLC, or such other counsel as thereafter designated by the Investor. Except as provided under Section 9.1(i) of the Purchase

Agreement, the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal Counsel

incurred in connection with each registration contemplated hereby.

Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed

pursuant to Section 2(a) as a result of Section 2(e) or otherwise, and if the Company desires to sell additional Shares

to the Investor under the Purchase Agreement, the Company shall then use its best efforts to file with the Commission one or more additional

Registration Statements on Form S-1 (or any successor form) so as to cover all of the Registrable Securities not covered by such

Initial Registration Statement (each, a “New Registration Statement”), in each case, as soon as practicable

(taking into account any position of the staff of the Commission (“Staff”) with respect to the date on which

the Staff will permit such additional New Registration Statement(s) to be filed with the Commission and the rules and regulations

of the Commission). The Company shall use its commercially reasonable efforts to cause each such New Registration Statement to become

effective as soon as practicable following the filing thereof with the Commission, but in no event later than the applicable Effectiveness

Deadline for such New Registration Statement.

(d)            No

Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration

Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing

such Registration Statement with the Commission; provided, however, that the foregoing shall not restrict the Company from including on

any such Registration Statement securities required to be registered pursuant to that certain Registration Rights Agreement executed on

or about the date hereof by and between the Company the investor parties thereto in connection with the issuance of the Series A

Preferred Stock (as defined in the Purchase Agreement).

(e)            Offering.

If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement

as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales

by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after

the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by

the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall

reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal

Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit

such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary,

if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such

Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415

at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration

Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant

to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, if the

Company desires to sell any Shares to the Investor that are not covered by an Initial Registration Statement or New Registration Statement,

the Company shall then use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in

accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that

have been declared effective and the Prospectuses contained therein are available for use by the Investor.

(f)            Any

Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration

Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has

been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company

or one of its subsidiaries; and (iii) the date that is the later of (A) the first (1st) anniversary of the date of

termination of the Purchase Agreement in accordance with Article VII of the Purchase Agreement and (B) the first (1st)

anniversary of the date of the last sale of any Registrable Securities to the Investor pursuant to the Purchase Agreement.

3. Related Obligations.

The Company shall use its

commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms of this Agreement

and the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following

obligations:

(a)            The

Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof

and, as required, one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities,

but in no event later than the applicable Filing Deadline therefor, and the Company use its commercially reasonable efforts to cause each

such Registration Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness

Deadline therefor. Subject to Allowable Grace Periods (as defined below), the Company shall keep each Registration Statement effective

(and the Prospectus contained therein available for use) pursuant to Rule 415 for issuances and sales of the Registrable Securities

by the Company to the Investor and for resales by the Investor on a continuous basis at then-prevailing market prices (and not fixed prices)

at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by

such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor

holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date

of termination of the Purchase Agreement) (the “Registration Period”). Notwithstanding anything to the contrary

contained in this Agreement (but subject to the provisions of Section 3(o) hereof), the Company shall ensure that, when filed

and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto)

and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement

shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary

to make the statements therein (in the case of Prospectuses, in the light of the circumstances in which they were made) not misleading.

The Company shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that no review of

a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement

(as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably

practicable in accordance with Rule 461 under the Securities Act.

(b)            Subject

to Section 3(c) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission

such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus

used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under

the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current

and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with

the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered

by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the

intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that

(i) at or before 5:30 p.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective

Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall

file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection

with sales pursuant to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated

by any VWAP Purchase are material to the Company (individually or collectively with all other prior VWAP Purchases, the consummation of

which have not previously been reported in any Prospectus filed with the Commission under Rule 424(b) under the Securities Act

or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required

under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company and

the Investor, then, within the time period prescribed under Rule 424(b) under the Securities Act, the Company shall file with

the Commission a Prospectus pursuant to Rule 424(b) under the Securities Act with respect to the applicable VWAP Purchase(s),

disclosing the total number of Shares that are to be (and, if applicable, have been) issued and sold to the Investor pursuant to such

purchase(s), the total purchase price for the Shares subject to such purchase(s), the applicable purchases price(s) for such Shares

and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent

not previously disclosed in the Prospectus, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports

on Form 10-K the information described in the immediately preceding sentence relating to all purchase(s) consummated during

the relevant fiscal quarter and shall file such Quarterly Reports and Annual Reports with the Commission within the applicable time period

prescribed for such report under the Exchange Act. In the case of amendments and supplements to any Registration Statement or Prospectus

related thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b))

by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange

Act, the Company shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission within one

Trading Day after the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration

Statement or Prospectus, for the purpose of including such report into such Registration Statement and Prospectus. The Company consents

to the use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance

with the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable

Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter

as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under

the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.

Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two

(2) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement

(including, without limitation, the Prospectus contained therein) (except for amendments and supplements filed in connection with Annual

Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports

the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the

Commission, and (B) shall reasonably consider any comments of the Investor and Legal Counsel on any such Registration Statement or

amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge,

(i) electronic copies of any correspondence from the Commission or the Staff to the Company or its representatives relating to each

Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or

any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one (1) electronic copy of each Registration

Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules,

all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness

of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments

and supplements thereto; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which

may be provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR.

(d)            Without

limiting any obligation of the Company under the Purchase Agreement, if requested by an Investor, the Company shall promptly furnish to

such Investor, without charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy

of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements

and schedules, all documents incorporated therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the

effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and

all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request from time to time) and (iii) such

other documents, including, without limitation, copies of any final Prospectus, as the Investor may reasonably request from time to time

in order to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be

required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such

document is available on EDGAR).

(e)            The

Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and

qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities

or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,

such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as

may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably

necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take

all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,

however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business

in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general

taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall

promptly notify Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the

registration or qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any

jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f)            The

Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after

becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an

untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain

any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(c), promptly prepare

a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission

and, if requested by such Legal Counsel or Investor, deliver one (1) electronic copy of such supplement or amendment to Legal Counsel

and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also promptly

notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective amendment has

been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall

be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and

when the Company receives written notice from the Commission that a Registration Statement or any post-effective amendment will be reviewed

by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus

or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement

would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state governmental authority

for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related Prospectus.

The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase

Agreement.

(g)            The

Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness

of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an

exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is

issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the

Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.

(h)            The

Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure

of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary

to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration

Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final,

non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally

available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees

that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body

of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s

expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i)            The

Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable

Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations

as the Investor may reasonably request from time to time and registered in such names as the Investor may request. Investor hereby agrees

that it shall cooperate with the Company, its counsel and Transfer Agent in connection with any issuances of DWAC Shares, and hereby represents,

warrants and covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such

DWAC Shares are included, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and

in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation,

any applicable prospectus delivery requirements of the Securities Act. DWAC Shares shall be free from all restrictive legends and may

be transmitted by the transfer agent to the Investor by crediting an account at DTC as directed in writing by the Investor.

(j)            Upon

the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor and

subject to Section 3(n) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information

as the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including,

without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid

therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings

of such Prospectus Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement

or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein

if reasonably requested by the Investor.

(k)            The

Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered

with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable

Securities.

(l)            The

Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission

in connection with any registration hereunder.

(m)            Within

one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission,

the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities

(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in a form to

be provided by counsel to the Company and reasonably acceptable to the Investor.

(n)            Notwithstanding

anything to the contrary contained herein (but subject to the last sentence of this Section 3(n)), at any time after the Effective

Date of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus

that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant

to such Registration Statement contemplated by this Agreement, but may, in its sole discretion, settle any previously made sales of Registrable

Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction

and the Company determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be

materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement

or (B) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that

would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend

or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced

some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially

adversely affect the Company (each, an “Allowable Grace Period”); provided, however, that in no event

shall the Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds twenty

(20) consecutive Trading Days or an aggregate of sixty (60) days in any 365-day period; and provided, further, the Company shall

not effect any such suspension during (A) the first 10 consecutive Trading Days after the Effective Date of the particular Registration

Statement or (B) the five-Trading Day period following each settlement date for a VWAP Purchase. Upon disclosure of such information

or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day

of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales it has put into effect and shall

take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement (including as

set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public

information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(n), if the Company is

obligated in accordance with the terms of the Purchase Agreement to deliver DWAC Shares to a transferee of the Investor in connection

with any resale of Registrable Securities with respect to which the Investor has entered into a contract for sale, and delivered a copy

of the Prospectus included as part of the particular Registration Statement to the extent applicable, in each case prior to the Investor’s

receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled, the Company shall deliver DWAC Shares

to such transferee in accordance with the terms of the Purchase Agreement.

4. Obligations of the Investor.

(a)            At

least two (2) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to

which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with

respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration

pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall promptly furnish to the

Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable

Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable

Securities, and shall promptly execute such documents in connection with such registration as the Company may reasonably request.

(b)            The

Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of

each Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude

all of the Investor’s Registrable Securities from such Registration Statement.

Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(l) or

the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration

Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended

Prospectus contemplated by Section 3(l) or the first sentence of Section 3(f) or receipt of notice that no supplement

or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent

to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale

of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt

of a notice from the Company of the happening of any event of the kind described in Section 3(l) or the first sentence of Section 3(f) and

for which the Investor has not yet settled.

(d)            The

Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable

to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

5. Expenses of Registration.

Except as provided in the

Purchase Agreement, all reasonable expenses incurred in connection with registrations, filings or qualifications pursuant to Sections

2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and

disbursements of counsel for the Company, shall be paid by the Company, except that sales or brokerage commissions and fees and disbursements

of counsel for, and other expenses of, the Investor shall be paid by the Investor.

6. Indemnification.

(a)            In

the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted

by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,

members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor within

the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, partners, employees,

agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

the lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and collectively,

the “Investor Parties”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments,

fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees, costs of defense and investigation),

amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating,

preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any

court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not

an Investor Party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject

insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment

thereto or in any filing made in connection with the qualification of the offering under the securities or other “Blue Sky”

laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or

alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or

(ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented)

or in any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements

made therein, in light of the circumstances under which the statements therein were made, not misleading (the matters in the foregoing

clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(c), the Company

shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable

expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained

herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising

out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company

by such Investor Party for such Investor Party expressly for use in connection with the preparation of such Registration Statement, Prospectus

or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written

information set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf

of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); (ii) shall not be available

to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the Prospectus (as

amended or supplemented) made available by the Company (to the extent applicable), including, without limitation, a corrected Prospectus,

if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available by the Company pursuant to Section 3(d) and

then only if, and to the extent that, following the receipt of the corrected Prospectus no grounds for such Claim would have existed;

and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent

of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless

of any investigation made by or on behalf of the Investor Party and shall survive the transfer of any of the Registrable Securities by

the Investor pursuant to Section 9.

(b)            In

connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify,

hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,

each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the

Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or Indemnified Damages to which

any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages

arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance

upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in

connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged

and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to

the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and,

subject to Section 6(c) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal

or other expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided,

however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained

in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written

consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall

be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds

to the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus

Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company

Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any

action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or

Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6,

deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate

in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control

of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the

case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain

its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has

agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of

such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim;

or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party

or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be) shall

have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor Party

or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may be) notifies

the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying

party shall not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense

of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible

for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as

the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection

with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all

information reasonably available to the Company Party or Investor Party (as the case may be) which relates to such action or Claim. The

indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as to the status

of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action,

claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably

withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or Investor

Party (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as

an unconditional term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party (as the case may be) of

a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on

the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a) and 6(b) hereof.

Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Company Party or

Investor Party (as the case may be) with respect to all third parties, firms or corporations relating to the matter for which indemnification

has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such

action shall not relieve such indemnifying party of any liability to the Investor Party or Company Party (as the case may be) under this

Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such

action.

(d)            No

Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable

Securities who is not guilty of fraudulent misrepresentation.

(e)            The

indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment

pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a

court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

(f)            The

indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company

Party or Investor Party against the indemnifying party or others, including any rights under the Purchase Agreement, and (ii) any

liabilities the indemnifying party may be subject to pursuant to applicable law.

7. Contribution.

To the extent any indemnification

by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect

to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:

(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault

standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person

is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such

sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent

misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net

proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding

the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess of the

amount by which the net proceeds actually received by the Investor from the applicable sale of the Registrable Securities subject to the

Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay under

Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

8. Reports Under the Exchange Act.

With a view to making available

to the Investor the benefits of Rule 144, the Company agrees to:

(a)            so

long as the Investor owns Registrable Securities, use its reasonable best efforts to make and keep public information available, as those

terms are understood and defined in Rule 144;

(b)            so

long as the Investor owns Registrable Securities, use its reasonable best efforts to file with the Commission in a timely manner all reports

and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such

requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement)

and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,

if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, if applicable

(ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company

with the Commission if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested

to permit the Investor to sell such securities pursuant to Rule 144 without registration; and

(d)            take

such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to

Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions

to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with

Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

9. Assignment of Registration Rights.

The Company shall not assign

this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however, that any transaction,

whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity

immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights under this Agreement without

the prior written consent of the Company, other than to an affiliate of the Investor controlled by Marissa Welner, in which case the assignee

must agree in writing to be bound by the terms and conditions of this Agreement.

10. Amendment or Waiver.

provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately

preceding the filing of the New Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision

of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than

in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right

or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11. Miscellaneous.

(a)            Solely

for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to

own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons

with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from

such record owner of such Registrable Securities.

(b)            Any

notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given

in accordance with Section 9.4 of the Purchase Agreement.

of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,

shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur in the event

that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It

is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions

of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic

loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled

by law or equity.

(d)            All

questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws

of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of

New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of

Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue

of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process

being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under

this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement

shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability

of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other

jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION

OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)            The

Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof

and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely

with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject matter

hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without implication

that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner whatsoever

(i) the conditions precedent to a VWAP Purchase contained in the Purchase Agreement or (ii) any party’s obligations under

the Purchase Agreement.

(f)            This

Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not

for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors

and the Persons referred to in Sections 6 and 7 hereof.

(g)            The

headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the

context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural

forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(h)            This

Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall

become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature

or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.

federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding

upon the signatory thereto with the same force and effect as if the signature were an original signature.

(i)            Each

party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such

other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and

accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j)            The

language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of

strict construction will be applied against any party.

[Signature Pages Follow]

WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights

Agreement to be duly executed as of the date first written above.

COMPANY:

SMARTKEM, INC.

By:

/s/ Ian Jenks

Name: Ian Jenks

Title: Chief Executive Officer

WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights

Agreement to be duly executed as of the date first written above.

INVESTOR:

By:

Name:

Title:

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 12

v3.26.1

Cover

Mar. 30, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 30, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-42115

Entity Registrant Name

SmartKem, Inc.

Entity Central Index Key

0001817760

Entity Tax Identification Number

85-1083654

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Manchester

Technology Center, Hexagon Tower

Entity Address, Address Line Two

Delaunays

Road

Entity Address, Address Line Three

Blackley

Entity Address, City or Town

Manchester

Entity Address, Country

Entity Address, Postal Zip Code

M9 8GQ

City Area Code

011-44-161

Local Phone Number

721-1514

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.0001 per share

Trading Symbol

SMTK

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

ISO 3166-1 alpha-2 country code.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCountry

Namespace Prefix:

dei_

Data Type:

dei:countryCodeItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration