Form 8-K

8-K — Ocean Power Technologies, Inc.

Accession: 0001493152-26-014548

Filed: 2026-04-01

Period: 2026-04-01

CIK: 0001378140

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

8-K

Current

Report Pursuant to Section 13 or 15(d) of

the Securities Act of 1934

April

1, 2026

Ocean

Power Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33417

22-2535818

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation)

File

Number)

Identification

No.)

Engelhard Drive,

Suite B Monroe Township, New

Jersey

08831

(Address

of principal executive offices)

(Zip

Code)

(609)

730-0400

(Registrant’s telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol (s)

Name

of each exchange on which registered

Common

Stock, $0.001 Par Value

OPTT

NYSE

American

Series

A Preferred Stock Purchase Rights

N/A

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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.

April 1, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with certain institutional investors (the “Investors”) under which the Company agreed to issue

and sell convertible notes for an aggregate principal amount of $10,000,000 (the “Notes”) that will be convertible into shares

of the Company’s common stock, par value of $0.001 per share (the “Common Stock”).

The

Securities Purchase Agreement contains customary representations, warranties and covenants. The Notes contain customary affirmative and

negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions

with affiliates. The Notes also contain standard and customary events of default.

Note may be converted to the extent that such conversion would cause a holder of such Note to become the beneficial owner of more than

4.99% of the then outstanding Common Stock, after giving effect to such conversion (the “Beneficial Ownership Cap”).

The

Notes bear interest at an interest rate of 4.5% per annum except that upon the occurrence and during the continuance of an event of default,

interest will accrue on the Notes at an interest rate of 13% per annum. Unless earlier converted, the Notes will mature on the eighteen-month

anniversary of their issuance dates at a premium to 13% to the face value of the Notes.

any time after the issuance date, all amounts due under the Notes are convertible, in whole or in part, and subject to the Beneficial

Ownership Cap, at a conversion price equal to $0.40, which is subject to customary adjustments upon any stock split, stock dividend,

stock combination, recapitalization or similar events. Starting on the closing date, the Notes amortize quarterly. We will make quarterly

payments on the first trading day of each three-month anniversary commencing on the closing date through the maturity date, payable in

cash. The Notes will rank senior to the right to payment of the holders of our unsecured debt, subject to certain exceptions.

The

Notes and shares issuable upon conversion of the Notes are being offered and sold pursuant to a prospectus supplement filed in connection

with a “takedown” from the Company’s shelf registration statement on Form S-3 (File No. 333-275843) declared effective

on December 12, 2023.

The

foregoing descriptions of the Securities Purchase Agreement and the Notes are not complete and are qualified in its entirety by reference

to the full text of those agreements, copies of which are included as Exhibits 10.1 and 10.2 hereto, and incorporated by reference herein.

An opinion of counsel regarding the validity of the securities being issued and sold by the Company in the transactions described in

the Securities Purchase Agreement is filed as Exhibit 5.1.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

5.1*

Opinion of Porter Hedges LLP.

10.1*

Securities Purchase Agreement dated April 1, 2026 between Ocean Power Technologies, Inc. and the investors party thereto.

10.2*

Form of Series C-1 Convertible Note dated April 1, 2026 issued by Ocean Power Technologies, Inc. to the holder.

23.1

Consent of Porter Hedges LLP (included in Exhibit 5.1).

104

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

Filed herewith.

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 thereunto duly authorized.

Ocean

Power Technologies, Inc.

Dated:

April 1, 2026

/s/

Philipp Stratmann

Philipp

Stratmann

President

and Chief Executive Officer

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit 5.1

1000 Main Street, 36th Floor

Houston, Texas 77002

Telephone {713} 226-6000

Telecopier {713} 228-1331

porterhedges.com

April 1, 2026

014660/0032

Ocean Power Technologies, Inc.

28 Engelhard Drive, Suite B

Monroe Township, New Jersey 08831

Ladies and Gentlemen:

We have acted as counsel to Ocean

Power Technologies, Inc., a Delaware corporation (the “Company”), in connection with the preparation for filing

with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement (the “Prospectus

Supplement”) under the Securities Act of 1933, as amended (the “Act”), related to the Company’s

shelf registration statement on Form S-3 (Registration No. 333-275843) (as amended, the “Registration Statement”).

The Prospectus Supplement relates to the issuance by the Company of up to $10,000,000 of aggregate principal amount of Series C-1 Senior

Convertible Notes due 2027 (the “Notes”) and the shares of common stock, $0.001 par value per share, of the

Company initially issuable upon conversion of the Notes (the “Conversion Shares” and, together with the Notes,

the “Securities”), pursuant to the Registration Statement and the Prospectus Supplement.

For purposes of the opinions we

express below, we have examined the originals or copies, certified or otherwise identified, of: (i) the Certificate of Incorporation and

Bylaws, each as amended to date, of the Company; (ii) the Registration Statement; (iii) the Prospectus Supplement; and (v) the corporate

records of the Company, including minute books of the Company, certificates of public officials and of representatives of the Company,

statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In giving

such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the

material factual matters contained in such certificates. In giving the opinions below, we have assumed that the signatures on all documents

examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to

us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.

In making our examination, we

have assumed and have not verified (i) that all signatures on documents examined by us are genuine, (ii) the legal capacity of all natural

persons, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to the original documents of all

documents submitted to us as copies thereof.

Ocean Power Technologies, Inc.

April 1, 2026

Page 2

Based on the foregoing, and subject

to the assumptions, exceptions and qualifications set forth herein, we are of the opinion that, when (i) the Prospectus Supplement has

been delivered and filed as required by such laws; (ii) the board of directors of the Company has taken all necessary corporate action

to authorize the issuance of the Notes and the Conversion Shares and related matters; and (iii) the Notes have been duly executed, authenticated,

issued and delivered as contemplated by the Registration Statement and the Prospectus, then (a) the Notes will constitute the valid and

legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and (b) the Conversion Shares

have been duly authorized and, when issued by the Company upon conversion of the Notes in accordance with the terms of the Notes, will

be validly issued, fully paid and nonassessable.

Our opinion set forth above in

clause (a) above is subject to and limited by the effect of (i) applicable bankruptcy, insolvency, fraudulent conveyance and transfer,

receivership, conservatorship, arrangement, moratorium and other similar laws affecting or relating to the rights of creditors generally,

(ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good

faith, materiality and fair dealing and the discretion of the court before which any matter may be brought.

The opinions expressed herein

are limited to the General Corporation Law of the State of Delaware and the federal securities laws of the United States of America.

We hereby consent to the filing

of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K. We also consent to the references to our Firm under

the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not hereby admit we are in the category

of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Porter Hedges LLP

PORTER HEDGES LLP

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit 10.1

[Certain

portions of this document have been omitted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with

“[*]” to indicate where omissions have been made. The marked information has been omitted because it is (i) not material

and (ii) is the type that the registrant treats as private or confidential.]

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2026, is by and among Ocean Power Technologies,

Inc., a Delaware corporation with offices located at 28 Engelhard Drive, Suite B, Monroe Township, New Jersey 08534 (the “Company”),

and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,

the “Buyers”).

RECITALS

The Company and each Buyer desire to enter into this transaction to purchase Notes (as defined below) pursuant to a currently effective

shelf registration statement on Form S-3, which has sufficient availability for the issuance of the Securities (as defined below) on

the Closing Date (as defined below) (Registration Number 333-275843) (the “Registration Statement”) and has been declared

effective in accordance with the 1933 Act, by the SEC.

The Company has authorized a new series of senior convertible notes of the Company, in the aggregate original principal amount of $10,000,000,

substantially in the form attached hereto as Exhibit A (the “Notes”), which Notes shall be convertible

into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without

limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of

the Notes.

Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, a Note in the

aggregate original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers

The Notes and the Conversion Shares are collectively referred to herein as the “Securities.”

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

PURCHASE AND SALE OF NOTES.

(a)

Purchase of Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company

shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date

(as defined below) a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule

of Buyers.

(b)

Closing. The closing (the “Closing”) of the purchase of the Notes by the Buyers shall occur at the offices

of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. The date and time of the Closing (the

“Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the

Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each

Buyer). As used herein “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks

in The City of New York are authorized or required by law to remain closed; provided, however,

for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”,

“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any

physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including

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

(c)

Purchase Price. The aggregate purchase price for the Notes to be purchased by each Buyer (the “Purchase Price”)

shall be the amount set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.

(d)

Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer,

the amounts withheld pursuant to Section 4(g)) to the Company for the Notes to be issued and sold to such Buyer at the Closing, by wire

transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall deliver

to each Buyer a Note in the aggregate original principal amount as is set forth opposite such Buyer’s name in column (3) of the

Schedule of Buyers, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

BUYER’S REPRESENTATIONS AND WARRANTIES.

Each

Buyer, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and

as of the Closing Date:

(a)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction

of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction

Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b)

Validity; Enforcement. This Agreement has 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 its terms,

except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,

moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights

and remedies.

(c)

No Conflicts. The execution, delivery and performance by such Buyer of this 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.

(d)

No Group. Other than affiliates of such Buyer who are also Buyers under this Agreement, such Buyer is not under common control

with or acting in concert with any other Buyer and is not part of a “group” for purposes of the Securities Exchange Act of

1934, as amended (the “1934 Act”).

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The

Company represents and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:

(a)

Organization and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing

and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their

properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each

of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing (if a good standing concept exists in

such jurisdiction) 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 Notes and the reservation for

issuance and issuance of the Conversion Shares issuable upon conversion of the Notes) have been duly authorized by the Company’s

board of directors (other than (i) the filing with the SEC of (A) the 8-K Filing (as defined below), (B) a prospectus supplement in connection

with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”)

supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)), (C) the filing of

a Supplemental Listing Application (as defined below) with the Principal Market (as defined below) and (D) any other filings as may be

required by any state securities agencies (collectively, the “Required Approvals”) and no further filing, consent

or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been,

and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company,

and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its

respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’

rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction

Documents” means, collectively, this Agreement, the Notes, the Irrevocable Transfer Agent Instructions (as defined below),

and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions

contemplated hereby and thereby, as may be amended from time to time.

(c)

Issuance of Securities; Registration Statement. The issuance of the Notes 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. Prior to the Closing, the Company shall

have reserved from its duly authorized capital stock not less than the Required Reserve Amount (as defined below). Upon issuance or conversion

in accordance with the Notes, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from

all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to

a holder of Common Stock. The issuance by the Company of the Securities has been registered under the 1933 Act, the Securities are being

issued pursuant to the Registration Statement and all of the Securities are freely transferable and freely tradable by each of the Buyers

without restriction, whether by way of registration or some exemption therefrom. The Registration Statement is effective and available

for the issuance of the Securities thereunder and the Company has not received any notice that the SEC has issued or intends to issue

a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the

Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution”

section under the Registration Statement permits the issuance and sale of the Securities hereunder and as contemplated by the other Transaction

Documents. Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities. The Registration

Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects

with the requirements of the 1933 Act, the 1934 Act and the rules and regulations of the SEC promulgated thereunder and all other applicable

laws and regulations. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement

and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the 1933 Act, the Registration Statement and any amendments

thereto complied and will comply in all material respects with the requirements of the 1933 Act and did not and will not contain any

untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements

therein not misleading. The Prospectus and any amendments or supplements thereto (including, without limitation the Prospectus Supplement),

at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, complied, and will comply, in all

material respects with the requirements of the 1933 Act and did not, and will not, contain any untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were

made, not misleading. The Company meets all of the requirements for the use of Form S-3 under the 1933 Act for the offering and sale

of the Securities contemplated by this Agreement and the other Transaction Documents, and the SEC has not notified the Company of any

objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act. The Registration Statement

meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. At the earliest time after the filing of the Registration Statement

that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) relating

to any of the Securities, the Company was not and is not an “Ineligible Issuer” (as defined in Rule 405 under the 1933 Act).

The Registration Statement has been filed with the SEC not earlier than three years prior to the

date hereof; and no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto

pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company. No order suspending the effectiveness of the Registration

Statement has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company

or related to the offering has been initiated or threatened by the SEC; as of the effective time of the Registration Statement, the Registration

Statement complied and will comply in all material respects with the 1933 Act and did not contain and will 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; and as of the date of the Prospectus and any amendment or supplement thereto and as of such applicable Closing Date,

the Prospectus did not and will 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 the light of the circumstances under which they were made, not misleading;

provided that the Company makes no representation and warranty with respect to any statements or omissions in the Registration

Statement and the Prospectus and any amendment or supplement thereto made in reliance upon and in conformity with information relating

to any underwriter or placement agent furnished to the Company in writing by such underwriter or placement agent expressly for use therein.

The Company (i) has not distributed any offering material in connection with the offer or sale of any of the Securities and (ii) until

no Buyer holds any of the Securities, shall not distribute any offering material in connection with the offer or sale of any of the Securities

to, or by, any of the Buyers (if required), in each case, other than the Registration Statement, the Prospectus or the Prospectus Supplement.

In accordance with Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority Manual, the offering of the Securities has been

registered with the SEC on Form S-3 under the 1933 Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and

the Securities are being offered pursuant to Rule 415 promulgated under the 1933 Act.

(d)

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries and the

consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation,

the issuance of the Notes, the Conversion Shares and the reservation for issuance of the Conversion Shares) will not (i) result in a

violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate of designation contained

therein), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational

documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries,

(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect

under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument

to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment

or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of

the NYSE American (the “Principal Market”) and including all applicable foreign, federal and state laws, rules and

regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries

is bound or affected, assuming, with respect to clauses (ii) and (iii) above, the receipt of the Required Approvals and except in the

case of clauses (ii) and (iii) above, for such breaches, violations or conflicts as would not reasonably be expected, individually or

in the aggregate, to results in a Material Adverse Effect.

(e)

Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any

filing or registration with (other than the Required Approvals), 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 the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances

which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings

contemplated by the Transaction Documents. Except as set forth on Schedule 3(e), 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 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “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 1934 Act). The Company further acknowledges that no Buyer is acting as a financial

advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents

and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection

with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase

of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents

to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

(g)

Placement Agent’s Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial

advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising

out of the transactions contemplated hereby. The fees and expenses of any placement agent to be paid by the Company or any of its Subsidiaries

are as set forth on Schedule 3(g) attached hereto. The Company shall pay, and hold each Buyer harmless against, any liability,

loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such

claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or

sale of the Securities.

(h)

No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf

has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances

that would cause this offering of the Securities to require approval of stockholders of the Company 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 cause the offering of any of the Securities to be integrated

with other offerings of securities of the Company.

(i)

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances.

The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance

with this Agreement and the Notes 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. Except as noted on Schedule 3(j), 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.

Except as noted on Schedule 3(j), the Company has no 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, the Company has timely filed all reports,

schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC (other than Section 16 ownership

filings) 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 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 auditors of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”),

nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial

Statements, in each case, in order for any of the Financial Statements to be in compliance with GAAP and the rules and regulations of

the SEC. The Company has not been informed by its independent auditors 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) 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 the Closing, will not be Insolvent

(as defined below). For purposes of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its

Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets

is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the

Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and

liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts

that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually,

(A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount

required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective

debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company

or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability

to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is

not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets

constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and

is proposed to be conducted.

(m)

No Undisclosed Events, Liabilities, Developments or Circumstances. 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, and 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) 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 of 1977, as amended (the “FCPA”), or any other applicable anti-bribery

or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered,

given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official

capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually

and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew

or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly

or indirectly, to any Government Official, for the purpose of:

(i)

(A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to

do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official

to influence or affect any act or decision of any Governmental Entity, or

(ii)

assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its

Subsidiaries.

(p)

Sarbanes-Oxley Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley

Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(q)

Transactions With Affiliates. Except as disclosed in the SEC Documents, 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 Notes)), 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, $0.001 par value per share, and (y) any capital

stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(B)

“Series A Preferred Stock” means (x) the Company’s blank check preferred stock, $0.001 par value per share,

the terms of which have been designated by the board of directors of the Company in a certificate of designations filed with the Secretary

of State of Delaware on June 30, 2023, 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).

(C)

“Preferred Stock” means (x) the Company’s blank check preferred stock, $0.001 par value per share, the terms

of which may be designated by the board of directors of the Company in a certificate of designations and (y) any capital stock into which

such preferred stock shall have been changed or any share capital resulting from a reclassification of such preferred stock (other than

a conversion of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).

(ii)

Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 400,000,000

shares of Common Stock, of which, 218,789,721 are issued, 216,107,328 are outstanding and 2,920,609] shares are reserved for issuance

pursuant to Common Stock Equivalents (as defined below) (other than the Notes and the convertible notes issued in 2025 to be repaid with

the proceeds from the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, (B) 100,000 shares of Series

A Preferred Stock, none of which are issued and outstanding, and (C) 4,900,000 shares of Preferred Stock, excluding those designated

as Series A Preferred Stock, none of which are issued and outstanding. 2,682,393 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 Notes) 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, 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 this Agreement); (D) there are no outstanding securities or instruments of

the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings

or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of

its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by

the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock”

plans or agreements or any similar plan or agreement.

(v)

Organizational Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate

of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s

bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Common Stock Equivalents

and the material rights of the holders thereof in respect thereto.

(s)

Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed in Schedule 3(s),

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; (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; and (z) “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 or any department or agency thereof.

(t)

Litigation. Except as disclosed in the SEC Documents, there is no action, suit, arbitration, proceeding, inquiry or investigation

before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or,

to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the

Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities

as such, which is outside of the ordinary course of business or individually or in the aggregate material to the Company or any of its

Subsidiaries. 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, including,

without limitation, the Registration Statement. To the knowledge of the Company’s Chief Executive Officer, Chief Financial Officer

and General Counsel, after reasonable inquiry, the Company is not aware of any fact which might result in or form the basis for any such

action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to

any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.

(u)

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such

losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the

Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought

or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing

insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue

its business at a cost that would not have a Material Adverse Effect.

(v)

Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs

any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No current (or former)

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, or a valid leasehold interest in, as applicable,

all real property, leases in real property, facilities or other interests in real property owned or held by the Company or any of its

Subsidiaries (the “Real Property”) owned by the Company or any of its Subsidiaries (as applicable). The Real Property

is free and clear of all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations,

or limitations of any nature except for (a) Liens for current taxes not yet due and (b) zoning laws and other land use restrictions that

do not impair the present or anticipated use of the property subject thereto. Any Real Property held under lease by the Company or any

of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not

interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.

(ii)

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest

in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by

the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures

and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put,

are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of

the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of

the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current

taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property

subject thereto.

(x)

Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now

conducted and presently proposed to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is listed on Schedule

3(x). 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, except where,

in each of the foregoing clauses (A), (B) and (C), the failure to so comply or have such permits, licenses or other approval, as applicable,

could not reasonably be 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. Except as set forth in the SEC Documents, 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. Except as set forth in the SEC Documents, 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. Subject to Section 4(w), it is understood and acknowledged by the Company

that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms

thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company

or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing

or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the

Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions

to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock which

was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer

shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”

transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver shares of Common Stock upon conversion

or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading

in the Common Stock of the Company. Subject to Section 4(x), the Company further understands and acknowledges that following the public

disclosure of the transactions contemplated by the Transaction Documents pursuant to the 8-K Filings one or more Buyers may engage in

hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock)

at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value

and/or number of the Conversion Shares deliverable with respect to the Securities are being determined and such hedging and/or trading

activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock), if any, can reduce

the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities

are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of

this Agreement, the Notes 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 issuance of the Securities to the Buyers using Form S-3 promulgated

under the 1933 Act.

(ii)

Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required

to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have

been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(jj)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956,

as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal

Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent

(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of

a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries

or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(kk)

Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(ll)

Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of

the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents

or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company

or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution

or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person

or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal

political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(mm)

Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act

of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws,

regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not

limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons

Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR,

Subtitle B, Chapter V.

(nn)

Management. During the past three-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 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.

(rr)

Public Utility Holding Company Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an

“affiliate” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 2005.

(ss)

Federal Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility”

under the Federal Power Act, as amended.

(tt)

Ranking of Notes. No Indebtedness of the Company, at the Closing, will be senior to, or pari passu with, the Notes in right

of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise (other than

Permitted Indebtedness (as defined in the Notes) secured by Permitted Liens (as defined in the Notes)).

(uu)

Cybersecurity. The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks,

hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate

and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries

as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants

that would reasonably be expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries

have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards

to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data”

means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax

identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number;

(ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act,

as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”)

(EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability

and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);

and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,

outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the

duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each

case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The

Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations

of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect.

(vv)

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 General Data Protection Regulation of the European Union (GDPR) (Regulation 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.

(ww)

Registration Rights. No holder of securities of the Company has rights to the registration of any securities of the Company because

of the filing of the Registration Statement or the issuance of the Securities hereunder that could expose the Company to material liability

or any Buyer to any liability or that could impair the Company’s ability to consummate the issuance and sale of the Securities

in the manner, and at the times, contemplated hereby, which rights have not been waived by the holder thereof as of the date hereof.

(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 you have been prepared in good faith based upon reasonable

assumptions and represented, at the time each such financial projection or forecast was delivered to each Buyer, the Company’s

best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed

as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from

the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties

with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

COVENANTS.

(a)

Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied

by it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder

and conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b)

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses.

(i)

Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall

not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement or any other Transaction

Document or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer,

this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Buyer

shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from

the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined

that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any

other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer,

the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company

shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel

for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered

in connection with any acquisition or sale of Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect

to the Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer

promptly. For the avoidance of doubt, the Buyer acknowledges that the Registration Statement will expire in December 2026.

(ii)

The Company has not made, and agrees that unless it obtains the prior written consent of the Buyer it will not make, an offer relating

to the Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the

1933 Act (an “Issuer Free Writing Prospectus”) or that would otherwise constitute a “free writing prospectus”

as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus”) required to be filed by the Company

or the Buyer with the SEC or retained by the Company or the Buyer under Rule 433 under the 1933 Act. The Buyer has not made, and agrees

that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Securities that would constitute

a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the 1933 Act.

Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Buyer or the Company is referred to in this

Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as

the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply,

as the case may be, with the requirements of Rules 164 and 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus,

including in respect of timely filing with the SEC, legending and record keeping.

(c)

Prospectus Delivery. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon

as practicable after execution of this Agreement the Company shall file, Prospectus Supplements with respect to the Securities to be

issued on the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company shall

provide the Buyer a reasonable opportunity to comment on a draft of each Prospectus Supplement and any Issuer Free Writing Prospectus,

shall give due consideration to all such comments and, subject to the provisions of Section 4(b) hereof, shall deliver or make available

to the Buyer, without charge, an electronic copy of each form of Prospectus Supplement, together with the Prospectus, and any Permitted

Free Writing Prospectus on the Closing Date. The Company consents to the use of the Prospectus (and of any Prospectus Supplements thereto)

in accordance with the provisions of the 1933 Act and with the securities or “blue sky” laws of the jurisdictions in which

the Securities may be sold by the Buyer, in connection with the offering and sale of the Securities and for such period of time thereafter

as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered

in connection with sales of the Securities. If during such period of time any event shall occur that in the judgment of the Company and

its counsel is required to be set forth in the Registration Statement or the Prospectus or any Permitted Free Writing Prospectus or should

be set forth therein in order to make the statements made therein (in the case of the Prospectus, in light of the circumstances under

which they were made) not misleading, or if it is necessary to amend the Registration Statement or supplement or amend the Prospectus

or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other applicable law or regulation, the Company shall forthwith

prepare and, subject to Section 4(b) above, file with the SEC an appropriate amendment to the Registration Statement or Prospectus Supplement

to the Prospectus (or supplement to the Permitted Free Writing Prospectus) and shall expeditiously furnish or make available to the Buyer

an electronic copy thereof.

(d)

Stop Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in

writing: (i) of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration

Statement, the Prospectus, any Permitted Free Writing Prospectus or for any additional information; (ii) of the Company’s receipt

of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending

the use of the Prospectus or any Prospectus Supplement, or of the suspension of qualification of the Securities for offering or sale

in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; (iii) of the Company becoming aware

of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Prospectus or any

Permitted Free Writing Prospectus untrue or which requires the making of any additions to or changes to the statements then made in the

Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in order to state a material fact required by the 1933

Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus, in light of the

circumstances under which they were made) not misleading, or of the necessity to amend the Registration Statement or supplement the Prospectus

or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other law or (iv) if at any time following the date hereof

the Registration Statement is not effective or is not otherwise available for the issuance of the Securities or any Prospectus contained

therein is not available for use for any other reason. Thereafter, the Company shall promptly notify such holders when the Registration

Statement, the Prospectus, any Permitted Free Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective

and available for the issuance of the Securities. If at any time the SEC shall issue any stop order suspending the effectiveness of the

Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use best

efforts to obtain the withdrawal of such order at the earliest possible time.

(e)

Blue Sky. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary

in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under

applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification),

and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation

of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities

required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable

“Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules,

regulations and the like relating to the offering and sale of the Securities to the Buyers.

(f)

Reporting Status. Until the date on which the Buyers shall have sold all of the Securities (the “Reporting Period”),

the Company shall timely file all reports required to be filed with the SEC pursuant to the 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.

(g)

Use of Proceeds. The Company will use the proceeds from the sale of the Securities to repay in full the outstanding senior convertible

notes issued by the Company on May 15, 2025 and October 7, 2025 and as otherwise described in the Prospectus Supplement, but not, directly

or indirectly, except as otherwise disclosed in the Prospectus Supplement, for (i) 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.

(h)

Financial Information. The Company agrees to send the following to each holder of Notes (each, an “Investor”)

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.

(i)

Listing. The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Underlying

Securities (as defined below) 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 Underlying 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(i).

“Underlying Securities” means (i) the Conversion Shares, and (ii) any capital stock of the Company issued or issuable

with respect to the Conversion Shares and the Notes, 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 are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Notes) into which the shares of

Common Stock are converted or exchanged, in each case, without regard to any limitations on conversion of the Notes.

(j)

Fees. The Company shall reimburse the Lead Investor (as defined below) a non-accountable amount of $75,000 (the “Non-Accountable

Fee Amount”) for (i) legal fees of outside counsel and disbursements of Kelley Drye & Warren LLP, counsel to the Lead Investor

and (ii) all other reasonable and documented costs and expenses incurred by it or its affiliates in connection with the structuring,

documentation, diligence, negotiation, closing and post-closing, as applicable, of the transactions contemplated by the Transaction Documents

(including, without limitation, as applicable, any other reasonable and documented fees and expenses in connection with the structuring,

documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory

filings in connection therewith) (collectively, the “Transaction Expenses”) and shall be withheld by the Lead Investor

from its Purchase Price at the Closing; provided, that the Company shall promptly reimburse Kelley Drye & Warren LLP on demand for

any part of the Non-Accountable Fee Amount not so reimbursed through such withholding at the Closing, less $25,000 previously paid to

the Lead Investor. 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.

(k)

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 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.

(l)

Disclosure of Transactions and Other Material Information.

(i)

Disclosure of Transaction. On or before 9:00 a.m., New York time, on 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) and the form of Notes (including all attachments), the “8-K Filing”). From and after the filing

of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the

Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions

contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees

that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its

Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers

or any of their affiliates, on the other hand, shall terminate.

(ii)

Limitations on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their

respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the

Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may

be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants 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 may deliver written notice to the Company to request

that the Company promptly publicly release such applicable material, non-public information. If the Company fails to publicly release

such material, non-public information on or prior to the second (2nd) Trading Day after such written notice by such Buyer,

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.

(m)

Reservation of Shares. So long as any of the Notes remain outstanding, the Company shall take all action necessary to at all times

have authorized, and reserved for the purpose of issuance, no less than 110% of the maximum number of shares of Common Stock issuable

upon conversion of all the Notes then outstanding (without regard to any limitations on the conversion of the Notes set forth in the

Notes) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common

Stock reserved pursuant to this Section 4(n) be reduced other than proportionally in connection with any conversion, exercise and/or

redemption, as applicable of Notes. 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.

(n)

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.

(o)

Other Notes; Variable Securities. So long as any Notes remain outstanding, the Company and each Subsidiary shall be prohibited

from effecting or entering into an agreement to effect any Subsequent Placement (as defined in the Notes) involving a Variable Rate Transaction

(other than a Permitted VRT (as defined below). “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 VRT” means (i) one or more sales of Common Stock under an “at-the-market” offering

existing on the date hereof or entered into the future, including, but not limited to, in connection with the filing of a new shelf registration

statement on Form S-3, the “Permitted ATM”), (ii) one or more sales of Common Stock under an equity line of credit

entered into in the future of up to $50 million (a “Permitted ELOC”), and (iii) any other Variable Rate Transaction

entered into with the Lead Investor.

(p)

Intentionally Omitted.

(q)

Passive Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their

respective businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment

company within the meaning of Section 1297 of the Code.

(r)

Restriction on Redemption and Cash Dividends. So long as any Notes are outstanding, the Company shall not, directly or indirectly,

redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent

of the Buyers.

(s)

Corporate Existence. So long as any Buyer beneficially owns any Notes, the Company shall not be party to any Fundamental Transaction

(as defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth

in the Notes.

(t)

Stock Splits. Until the Notes and all notes issued pursuant to the terms thereof are no longer outstanding, the Company shall

not effect any stock combination, reverse stock split or other similar transaction (or make any public announcement or disclosure with

respect to any of the foregoing) without notifying the Required Holders in writing (which may be an e-mail).

(u)

Conversion Procedures. Each of the form of Conversion Notice (as defined in the Notes) included in the Notes set forth the totality

of the procedures required of the Buyers in order to convert the Notes. No additional legal opinion, other information or instructions

shall be required of the Buyers to convert their Notes. The Company shall honor conversions of the Notes and shall deliver the Conversion

Shares in accordance with the terms, conditions and time periods set forth in the Notes. Without limiting the preceding sentences, no

ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any

Conversion Notice form be required in order to convert the Notes.

(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)

No Net Short Position. Each Buyer hereby agrees solely with the Company, severally and not jointly, and not with any other Buyer,

for so long as such Buyer owns any Notes, such Buyer shall not maintain a Net Short Position (as defined below). For purposes hereof,

a “Net Short Position” by a person means a position whereby such person has executed one or more sales of shares of Common

Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when

such Buyer has no equivalent offsetting long position in the shares of Common Stock (or is deemed to have a long position hereunder or

otherwise in accordance with Regulation SHO of the 1934 Act); provided, that, for purposes of such calculations, any short sales either

(x) consummated at a price greater than or equal to the Conversion Price, (y) that is a result of a bona-fide trading error on behalf

of such Buyer (or its affiliates) or (z) that would otherwise be marked as a “long” sale, but for the occurrence of a Conversion

Failure (as defined in the Notes), an Equity Conditions Failure and/or any other breach by the Company (or its affiliates or agents,

including, without limitation, the Transfer Agent) of any Transaction Document, in each case, shall be excluded from such calculations.

For purposes of determining whether a Buyer has an equivalent offsetting “long” position in the shares of Common Stock, (A)

all shares of Common Stock that are owned by such Buyer shall be deemed held “long” by such Buyer, (B) all shares of Common

Stock that would be issuable upon conversion in full of all Securities issuable to such Buyer or then held by such Buyer, as applicable

(assuming that such Securities were then fully convertible or exercisable, notwithstanding any provisions to the contrary, and giving

effect to any conversion price adjustments that would take effect given only the passage of time) shall be deemed to be held long by

such Buyer, and (C) at any other time the Company is required (or has elected (or is deemed to have elected)) to issue shares of Common

Stock to such Buyer pursuant to the terms of the Notes, any shares of Common Stock issued or issuable to such Buyer (or its designee,

if applicable) in connection therewith shall be deemed held “long” by such Buyer from and after the date that is two (2)

Trading Days prior to the deadline for delivery of such shares of Common Stock to such Buyer, as set forth in the Notes, until such time

as such Buyer shall no longer beneficially own such shares of Common Stock.

(x)

Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause

to be delivered, to each Buyer and Kelley Drye & Warren LLP a complete closing set of the executed Transaction Documents, Securities

and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

(a)

Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may

designate by notice to each holder of Securities), a register for the Notes in which the Company shall record the name and address of

the Person in whose name the Notes have been issued (including the name and address of each transferee), the principal amount of the

Notes held by such Person and the number of Conversion Shares issuable pursuant to the terms of the Notes. 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 in such

amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes. The Company represents and warrants

that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), 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 any Securities, 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. 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, if requested or required, as applicable, by the Transfer Agent, to the Transfer Agent as follows: (i) upon each conversion

of the Notes (unless such issuance is covered by a prior legal opinion previously delivered to the Transfer Agent) and (ii) on each date

a registration statement with respect to the issuance or resale of any of the Securities is declared effective by the SEC. Any fees (with

respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any

legends on any of the Securities shall be borne by the Company.

(c)

Legends. Certificates and any other instruments evidencing the Securities shall not bear any restrictive or other legend.

(d)

FAST Compliance. While any Notes remain outstanding, the Company shall maintain a transfer agent that participates in the DTC

Fast Automated Securities Transfer Program.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The

obligation of the Company hereunder to issue and sell the Notes to each Buyer at the Closing is subject to the satisfaction, at or before

the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may

be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(a)

Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(b)

Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld

pursuant to Section 4(j)) for the Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in

accordance with the Flow of Funds Letter.

(c)

The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of

the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,

which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material

respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such

Buyer at or prior to the Closing Date.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

The

obligation of each Buyer hereunder to purchase its Note at the Closing is subject to the satisfaction, at or before the Closing Date,

of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such

Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(a)

The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company

shall have duly executed and delivered to such Buyer a Note (in such original principal amount as is set forth across from such Buyer’s

name in column (3) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement.

(b)

Such Buyer shall have received the opinion of Porter Hedges LLP, the Company’s counsel, dated as of the Closing Date, in the form

acceptable to such Buyer.

(c)

The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such

Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain

in full force and effect as of the Closing Date.

(d)

The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing (if a good standing concept exists

in such jurisdiction) of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable

office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date.

(e)

The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and

good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and

is required to so qualify, as of a date within ten (10) days of the Closing Date.

(f)

The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary

of State within ten (10) days of the Closing Date.

(g)

The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the

Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board

of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws

of the Company, each as in effect at the Closing.

(h)

Each and every representation and warranty of the Company shall be true and correct in all material respects (except for such representations

and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the

date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak

as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and

complied in all material respects with (except for covenants, agreements or conditions that are qualified by materiality or material

adverse effect, which shall be performed, satisfied and complied in all respects with) the covenants, agreements and conditions required

to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate,

duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other

matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.

(i)

The Company shall have delivered to such Buyer a letter or e-mail from the Company’s transfer agent certifying the number of shares

of Common Stock outstanding on the Closing Date immediately prior to the Closing.

(j)

The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been

suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the

SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or

(II) by falling below the minimum maintenance requirements of the Principal Market.

(k)

The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of

the Securities, including without limitation, those required by the Principal Market, if any.

(l)

No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed

by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated

by the Transaction Documents.

(m)

Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result

in a Material Adverse Effect.

(n)

The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion

Shares and delivered to the Buyer a Supplemental Listing Application Form (a “Supplemental Listing Application”) as

evidence thereof.

(o)

Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company,

setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).

(p)

From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market

(except for any suspension of trading of limited duration, which suspension shall be terminated prior to the Closing), and, (ii) at any

time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited,

or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market,

nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred

any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or

any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable

or inadvisable to purchase the Securities at the Closing

(q)

The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall

have delivered to such Buyer the Prospectus and the Prospectus Supplement with respect thereto as required hereunder and thereunder.

(r)

The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the

transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

TERMINATION.

the event that the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall

have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business

on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this

Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated

by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes

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(j) above. Nothing contained in this

Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement

or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations

under this Agreement or the other Transaction Documents.

MISCELLANEOUS.

(a)

Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of

this Agreement shall be governed by the internal laws of the State of 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 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.

(c)

Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation

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

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

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

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

which they are found.

(d)

Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid

or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall

be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such

provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues

to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,

invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal

obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties

will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),

the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything

to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required

or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries

(as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation,

any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable

law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant to 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, (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), or (C) disproportionally

and adversely affect any rights under this Agreement of 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), (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),

or (3) disproportionally and adversely affect any rights under this Agreement of any Buyer without such Buyer’s prior written consent

(which may be granted or withheld in such Buyer’s sole discretion). 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

[*] or any of its affiliates (the “Lead Investor”). In the event that the Company and the Required Holders amend this

Agreement, the Company shall provide written notice of such amendment, including a copy of the amendment and a summary of its material

terms, to all other Buyers at or after 4:00 p.m. New York time on the same calendar day such amendment is made, and in no event later

than the date immediately prior to the public disclosure of such amendment, whether by the filing of a Current Report on Form 8-K or

by any other public announcement or filing by the Company.

(f)

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement

must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent

by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the

sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not

be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery

specified, in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications

shall be:

to the Company:

Ocean

Power Technologies, Inc.

28 Engelhard Drive, Suite B

Monroe Township, NJ 08831

Attention: Robert Powers, Chief Financial Officer

Email: rpowers@oceanpowertech.com

With

a copy (for informational purposes only) to:

Porter

Hedges LLP

1000 Main Street, 35th Floor

Houston, TX 77002

Attention: Kevin J. Poli, Esq.

Email: kpoli@porterhedges.com

to the Transfer Agent:

Computershare

Trust Company, N.A.

150

Royall Street, Suite 101

Canton,

MA 02021-1011

Telephone:

(800) 662 - 7232

Attention: Marleen Grandeson-Mills

E-Mail: Marleen.Grandeson-Mills@computershare.com

to a Buyer, to its mailing address and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives

as set forth on the Schedule of Buyers,

with

a copy (for informational purposes only) to:

Kelley

Drye & Warren LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Telephone: (212) 808-7540

Attention: Michael A. Adelstein, Esq.

E-mail: madelstein@kelleydrye.com

to such other mailing address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified

by written notice given to each other party five (5) days prior to the effectiveness of such change, provided that Kelley Drye &

Warren LLP shall only be provided copies of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient

of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing

the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal

service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g)

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors

and assigns, including any purchasers of any of the Notes (but excluding any purchasers of Underlying Securities, unless pursuant to

a written assignment by such Buyer). 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 Notes)

(unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes). A Buyer

may assign some or all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the Company,

in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.

(h)

No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted

successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the

Indemnitees (as defined below) referred to in Section 9(k).

(i)

Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible

only for its own representations, warranties, agreements and covenants hereunder.

(j)

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

(k)

Indemnification.

(i)

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(l), 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.

(ii)

Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including

any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to

be made against the Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof, and the Company

shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel

mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own

counsel with the fees and expenses of such counsel to be paid by the Company if: (A) the Company has agreed in writing to pay such fees

and expenses; (B) the Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably

satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including

any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict

of interest is likely to exist if the same counsel were to represent such Indemnitee and the Company (in which case, if such Indemnitee

notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have

the right to assume the defense thereof and such counsel shall be at the expense of the Company), provided further, that in the case

of clause (C) above the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel

for the Indemnitees. The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any

such action or Indemnified Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee

which relates to such action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the

status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any

action, claim or proceeding effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold,

delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitee, 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 Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement

shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company

shall be subrogated to all rights of the Indemnitee 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 Company within a reasonable time of the commencement

of any such action shall not relieve the Company of any liability to the Indemnitee under this Section 9(k), except to the extent that

the Company is materially and adversely prejudiced in its ability to defend such action.

(iii)

The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, within ten (10) days after bills are received or Indemnified Liabilities are incurred.

(iv)

The indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the

Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.

(l)

Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual

intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the

generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common

Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock

dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the

date of this Agreement. Except with respect to Section 4(x), 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 be 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 U.S. 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:

Ocean Power Technologies, Inc.

By:

Name:

Philipp Stratmann

Title:

President and Chief Executive Officer

[Signature

Page to Securities Purchase Agreement]

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:

[*]

[Signature

Page to Securities Purchase Agreement]

SCHEDULE

OF BUYERS

(1)

(2)

(3)

(4)

(5)

Buyer

Mailing Address and

E-mail Address

Original Principal

Amount of Notes

Initial

Purchase

Price

Legal Representative’s

Mailing Address and

E-mail Address

[*]

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit 10.2

[FORM

OF SERIES [C-[ ]] SENIOR CONVERTIBLE NOTE]

THE

PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS

SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.

Ocean

Power Technologies, Inc.

Series

[C-[ ]] Senior

Convertible Note

Issuance

Date: [●] 20__

Original Principal

Amount: U.S. $[●]

FOR

VALUE RECEIVED, Ocean Power Technologies, Inc., a Delaware corporation (the “Company”), hereby promises to pay

to the order of [BUYER] or its registered assigns (“Holder”) the Outstanding Principal Value (as defined below) with

respect to such amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption,

conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date, on any Amortization Date (as defined

below) with respect to the Amortization Amount (as defined below) due on such Amortization Date or upon acceleration, redemption or otherwise

(in each case in accordance with the terms hereof) and, upon the occurrence and continuance of an Event of Default (as defined below),

and to pay interest (“Interest”) on any Outstanding Principal Value at the Default Rate (as defined below), in each

case, until the same becomes due and payable, whether upon the Maturity Date, on any Amortization Date with respect to the Amortization

Amount due on such Amortization Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the

terms hereof). This Series [C-[ ]] Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement

hereof, this “Note”) is one of an issue of Senior Convertible Notes (collectively, the “Notes”,

and such other Senior Convertible Notes, the “Other Notes”) is one of an issue of Senior Convertible Notes issued

as of the date set forth above as the Issuance Date (the “Issuance Date”) pursuant to (i) Section 1 of that certain

Securities Purchase Agreement, dated as of ___ __, 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”)

and (ii) the Company’s Registration Statement on Form S-3 (File number 333-275843) (the “Registration Statement”).

Certain capitalized terms used herein are defined in Section 33.

1. PAYMENTS

OF PRINCIPAL. On each Amortization Date, the Company shall pay to the Holder an amount equal to the Amortization Amount due on such

Amortization Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excluding

any amounts paid in shares of Common Stock on the Maturity Date in accordance with Section 8) representing the Outstanding Value of this

Note as of the Maturity Date. Other than as specifically permitted by this Note, the Company may not prepay any portion of the Outstanding

Value. Notwithstanding anything herein to the contrary, with respect to any conversion or redemption hereunder, as applicable, the Company

shall convert or redeem, as applicable, first, all accrued and unpaid Late Charges on any Outstanding Principal Value, Make-Whole

Amount and Interest hereunder and under any Other Notes held by the Holder and all other amounts owed to the Holder under any other Transaction

Document (as defined in the Securities Purchase Agreement), second, all accrued and unpaid Interest, if any, and Make-Whole Amount

hereunder and under any Other Notes held by such Holder, third, all other amounts (other than the Outstanding Principal Value)

outstanding under any Other Notes held by such Holder and, fourth, the Outstanding Principal Value hereunder and under any Other

Notes held by such Holder, in each case, allocated pro rata among this Note and such Other Notes held by such Holder.

2. INTEREST;

INTEREST RATE.

(a) Interest

on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months

and shall be payable in arrears on each Interest Date and shall compound each calendar month and shall be payable in accordance with

the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Amortization Date in accordance with Section

8 as part of the applicable Amortization Amount due on the applicable Amortization Date and (ii) with respect to each other Interest

Date, on such Interest Date in cash.

(b) Prior

to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion

of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(c)(i) or upon any redemption in accordance

with Section 13 or any required payment upon any Bankruptcy Event of Default. In the event that such Event of Default is subsequently

cured or waived in writing (for the avoidance of doubt, electronic mail shall suffice as written notice herein) in accordance with the

terms of this Note and the other Transaction Documents (and no other Event of Default then exists, unless waived by the Holder, including,

without limitation, for the Company’s failure to pay such Interest at the Default Rate on the applicable Interest Date), the adjustment

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

or waiver; unless expressly provided therein, any such cure or waiver shall not relieve the Company of its obligation to pay Interest

at the Default Rate for the period from the occurrence of such Event of Default through and including the date of such cure or waiver

of such Event of Default.

3. CONVERSION

OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable

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

(a) Conversion

Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall be entitled

to convert any portion of the outstanding and unpaid Conversion Amount into validly issued, fully paid and non-assessable shares of Common

Stock in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction of a share

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

shall round such fraction of a share of Common Stock 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 Transfer Agent (as defined below))

that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(b) Conversion

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

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

(i) “Conversion

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

with respect to which this determination is being made, (B) accrued and unpaid Interest with respect to such Principal of this Note (if

any), (C) the Make-Whole Amount, if any, (D) accrued and unpaid Late Charges with respect to such Principal of this Note, Make-Whole

Amount and Interest, and (E) any other unpaid amounts pursuant to the Transaction Documents, if any.

(ii) “Conversion

Price” means, as of any Conversion Date or other date of determination, $[ ]1, subject to adjustment as provided

herein.

of Conversion.

(i) Optional

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

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

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

to the Company. If required by Section 3(c)(iii), within one (1) Trading Day following a conversion of this Note as aforesaid, the Holder

shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking

with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 20(b)). On the date of receipt of

a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II,

of confirmation of receipt of such Conversion Notice (each, an “Acknowledgement”) 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 Conversion Notice in accordance with the terms herein. On or before the first (1st) Trading Day following the

date on which the Company has received a Conversion Notice (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”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled

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

Custodian system or (2) if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver (via reputable

overnight courier) to the address as specified in the Conversion 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 conversion. If this Note is physically

surrendered for conversion pursuant to Section 3(c)(iii) and the Outstanding Principal Value of this Note is greater than the Outstanding

Principal Value portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later

than one (1) Business Day after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new

Note (in accordance with Section 20(d)) representing the Outstanding Principal Value not converted. The Person or Persons entitled to

receive the shares of Common Stock (the “Conversion Shares”) issuable upon a conversion of this Note shall be treated

for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date; provided, that the Holder 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 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 conversion of this Note.

Insert 115% of the VWAP of the Common Stock on the Trading

Day ended immediately preceding the time of execution of the Securities Purchase Agreement.

(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, if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for

the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s

share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s

designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this

Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder,

(1) the Company shall pay in cash to the Holder on each day after the first (1st) Trading day following such Share Delivery

Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum

of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is

entitled, multiplied by (B) any VWAP of the Common Stock of any Trading Day (as selected by the Holder in writing) during the period

beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice

to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this

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

the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii)

or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline if the Transfer Agent is not participating

in FAST, 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, the Transfer Agent shall fail to credit

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

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

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

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

is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure (a “Buy-In”),

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

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

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

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

Price”), at which point the Company’s obligation to 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

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

such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate

or certificates representing 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 shares of Common Stock to which the Holder is entitled upon the Holder’s conversion 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 (x)

such number of shares of Common Stock multiplied by (y) the VWAP of the Common Stock on any Trading Day during the period commencing

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

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

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

failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock)

upon the conversion of this Note as required pursuant to the terms hereof.

(iii) Registration;

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

of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”). The

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

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

the right to receive payments of Outstanding Principal Value, Make-Whole Amount and Interest hereunder) notwithstanding notice to the

contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale

on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof,

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

principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 20,

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

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

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

of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to

the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered

to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior

written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this

Note. The Holder and the Company shall maintain records showing the Outstanding Principal Value, Make-Whole Amount, Interest and Late

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

such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

If the Company does not update the Register to record such Outstanding Principal Value, Make-Whole Amount, Interest and Late Charges

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

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

(iv) Pro

Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for the

same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company,

subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount of such

holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for conversion on such

date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event of a

dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall

issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 25. If a

Conversion Notice delivered to the Company would result in a breach of Section 3(d)(i) below, and the 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 3(d)(i) below (with such calculations thereunder made as of the date such Conversion Notice

was initially delivered to the Company).

(d) Limitations

on Conversions. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right

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

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

Parties collectively would beneficially own in excess of 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 the Holder and the other Attribution Parties shall include the number of shares of Common

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

Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be

issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of the other

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

(including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or

any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d)(i).

For purposes of this Section 3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes

of determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding

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

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

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

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

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

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

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

pursuant to this Section 3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of

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

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

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

effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party

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

to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own,

in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d)

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

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

ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. 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 Notes 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 Note 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 convert

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

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

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

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

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

may not be amended, modified or waived and shall apply to a successor holder of this Note.

4. RIGHTS

UPON EVENT OF DEFAULT.

(a) Event

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

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

(i) the

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

of five (5) consecutive Trading Days;

(ii) the

Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five (5)

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

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

for conversion of any Notes into shares of Common Stock that is requested in accordance with the provisions of the Notes, other than

pursuant to Section 3(d);

(iii) except

to the extent the Company is in compliance with Section 12(a) below, at any time following the tenth (10th) consecutive day

that the Holder’s Authorized Share Allocation (as defined in Section 12(a) below) is less than the sum of the number of shares

of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard

to any limitations on conversion set forth in Section 3(d) or otherwise);

(iv) the

Company’s or any Subsidiary’s failure to pay to the Holder any amount of Outstanding Value (including, without limitation,

the Company’s or any Subsidiary’s failure to pay any redemption payments or amounts hereunder) or any other Transaction Document

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

thereby, except, (x) in the case of a failure to pay any Interest and/or Late Charges when and as due, in which case only if such failure

remains uncured for a period of at least two (2) Trading Days and (y) in the case of a failure to pay any other amounts (other than Principal,

Interest and/or Late Charges) when and as due, in which case only if such failure remains uncured for a period of at least five (5) Trading

Days after written demand of payment by Holder to the Company;

(v) the

occurrence of any unscheduled redemption or acceleration of 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, other than with respect to any Other Notes;

(vi) 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

sixty (60) days of their initiation;

(vii) 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;

(viii) 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 sixty (60) consecutive days;

(ix) a

final judgment or judgments for the payment of money aggregating in excess of $400,000 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 $400,000 amount set forth

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

shall be reasonably satisfactory to the 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;

(x) the

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

any payment with respect to any Indebtedness in excess of $1,000,000 due to any third party (other than (x) the MAR Earnout and (y) 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 $1,000,000 (other than the MAR

Earnout), which breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder;

(xi) other

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

in any material respect (other than representations or warranties that are qualified by 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 six (6) Trading Days after written notice by Holder

delivered to the Company;

(xii) a

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

(xiii) other

than as specifically set forth in another clause of this Section 4(a), any breach or failure in any respect by the Company or any Subsidiary

to comply with any provision of Section 15 of this Note; except, in the case of a breach or failure to comply with any provision that

is curable, only if such breach or failure remains uncured for a period of at least six (6) Trading Days;

(xiv) any

Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;

(xv) a

proceeding shall be commenced by the Company or any Subsidiary or any Governmental Entity (as defined in the Securities Purchase Agreement)

having jurisdiction over any of them, seeking to establish the invalidity or unenforceability of any provision of any Transaction Document,

or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Transaction

Document;

(xvi) at

any time the Company fails to have at least a dollar amount equal to 100% of all amounts then outstanding under the Notes at such time

of determination in shares of Common Stock eligible and available to be issued, on demand by the Company, pursuant to an at-the-market

offering agreement (and/or the Company fails to have an effective shelf registration statement to permit the issuances by the Company

in full of such shares of Common Stock pursuant to such at-the-market offering agreement);

(xvii) the

Company’s (A) failure to cure a Financial Covenant Failure within ten (10) Trading Days after the occurrence of such Financial

Covenant Failure; provided that, the balance of Available Cash in an aggregate amount is equal to at least $2.0 million or (B) failure,

at any time, to maintain a balance of Available Cash in an aggregate amount of at least $2.0 million; or

(xviii) any

Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.

(b) Notice

of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note,

the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next day

delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s

receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default (such earlier date, the “Event of

Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”,

and each such period, an “Event of Default Redemption Right Period”) on the twentieth (20th) Trading Day

after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that

includes (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company,

such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to

cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date

of such Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder, with the prior written consent of

the Required Holders, may require the Company to redeem (regardless of whether such Event of Default has been cured on or prior to the

Event of Default Right Expiration Date) all or any portion of this Note by delivering written notice thereof (the “Event of

Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note

the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall

be redeemed by the Company at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied

by (B) the Redemption Premium and (ii) the product of (X) the quotient of (a) the Conversion Amount to be redeemed divided by (b) the

Conversion Price then in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by (Y) the product

of (1) the Redemption 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 Event of Default and ending on the date the Company makes the entire payment required

to be made under this Section 4(b) (the “Event of Default Redemption Price”). Redemptions required by this Section

4(b) shall be made in accordance with the provisions of Section 13. To the extent redemptions required by this Section 4(b) are deemed

or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to

be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event

of Default Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption

under this Section 4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock

pursuant to the terms of this Note. In the event of the Company’s redemption of any portion of this Note under this Section 4(b),

the 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 the Holder. Accordingly, any redemption

premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s

actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election

of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved.

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

that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date,

the Company shall immediately pay to the Holder an amount in cash representing (i) the Outstanding Value of this Note multiplied by (ii)

the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other

action by the Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive

payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder

hereunder, including any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment

of the Event of Default Redemption Price or any other Redemption Price, as applicable.

5. RIGHTS

UPON FUNDAMENTAL TRANSACTION.

(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 Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant to

written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction,

including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a

written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount

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

conversion rights as the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder. Upon the occurrence

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

Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall

refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as

the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that

there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction,

in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections

6 and 17, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental

Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity)

which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted

immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in

accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of

written notice to the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The

provisions of this Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard

to any limitations on the conversion of this Note.

(b) Notice

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

consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such

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

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

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

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

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

of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change

of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount

the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the

Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y)

the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product

of (A) the Conversion Amount being redeemed 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 the Holder delivers

the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of Control

Redemption Premium multiplied by (z) the product of (A) the Conversion Amount 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 the 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 (the “Change

of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section

13 and shall have priority to payments to stockholders in connection with such Change of Control. To the extent redemptions required

by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such

redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section

3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted

for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder

into Common Stock pursuant to Section 3. In the event of the Company’s redemption of any portion of this Note under this Section

5(b), the 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 the Holder. Accordingly, any

redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s

actual loss of its investment opportunity and not as a penalty.

Change of Control Redemption Right. Notwithstanding anything in Section 5(a) or Section 5(b) to the contrary, as long as no Event

of Default has occurred and is continuing, in connection with a Change of Control, the Company shall have the right, at any time during

the period commencing on the applicable Change of Control Notice Date through, and including, the fifth (5th) Trading Day

immediately prior to the applicable Change of Control Redemption Right End Date, by delivery of a written notice (the “Forced

Change of Control Redemption Notice”) to the Holder, to require the Holder to elect to effect a Change of Control Redemption

in connection therewith (or, at the option of the Holder, to receive Reference Property (as defined below), in whole or in part, with

respect thereto). If the Company properly delivers a Forced Change of Control Redemption Notice in accordance with this Section 5(c),

the Holder shall receive upon consummation of the Change of Control, at such Holder’s election, to be made by delivery of a notice

to the Company stating such election (the “Forced Change of Control Election Notice”) to be delivered to the Company

within the time periods of Section 5(b) for delivery of Change of Control Redemption Notice, (i) cash in an amount equal to the Change

of Control Redemption Price in a Change of Control Redemption (with a Change of Control Redemption Notice being deemed to have been delivered

to the Company as of the date of delivery of such Forced Change of Control Election Notice) or (ii) the kind and amount of cash, securities

or other property receivable upon such Change of Control had the Conversion Amount been converted at the Conversion Price in accordance

with Section 3(c) immediately prior to such Change of Control (without regard to any limitations on the conversion of this Note) (the

“Reference Property”), after which this Note shall be deemed repaid in full and cancelled.

6. RIGHTS

UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) Purchase

Rights. In addition to any adjustments pursuant to Sections 7 or 17 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, in each case, to all or

substantially all of 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 conversion of this Note (without taking

into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted

at the Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,

then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be

entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the

extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration

date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for

the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted,

issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right

has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,

if applicable)) to the same extent as if there had been no such limitation).

(b) Other

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

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

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

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

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

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

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

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

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

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

conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall

be in a form and substance satisfactory to the Holder. The provisions of this Section shall apply similarly and equally to successive

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

7. RIGHTS

UPON ISSUANCE OF OTHER SECURITIES.

(a) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 6 or Section

17, 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 6

or Section 17, 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 7(a) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring

an adjustment under this Section 7(a) 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.

(b) Calculations.

All calculations under this Section 7 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.

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

of this Note reduce the then current Conversion Price of each of the Notes to any amount and for any period of time deemed appropriate

by the board of directors of the Company, but in no event less than $[ ]2 without the prior consent of the stockholders

of the Company as required by the rules and regulations of the Principal Market.

8. QUARTERLY

AMORTIZATION. On [ ]3 and each three month anniversary thereafter until, but not including, the Maturity Date (each,

an “Amortization Date”, and each such payment, each an “Amortization”), the Company shall redeem

the Amortization Amount for such Amortization Date in cash to the Holder at a price equal to such Amortization Amount (as reduced for

any Deferral (as defined below) by the Holder with respect to such Amortization Date) (each, an “Amortization Redemption Price”).

The Company shall deliver a written notice (each, an “Amortization Notice”) to the Holder on the Trading Day immediately

prior to each applicable Amortization Date in which an Amortization is due hereunder, specifying that an Amortization is required to

occur hereunder and the Amortization Redemption Price of this Note for such Amortization Date (attaching reasonable calculations with

respect thereto). At any time on or prior to any given Amortization Date, the Holder may defer (each, a “Deferral”)

Amortization of all, or any part, of any Amortization Amount to be paid on such Amortization Date (each, a “Deferral Amount”)

to any other date, which shall then become an Amortization Date, by delivery of written notice to the Company.

9. [Intentionally

Omitted]

10. SUBSEQUENT

PLACEMENT OPTIONAL REDEMPTION

(a) General.

At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of a Subsequent Placement (the “Holder

Subsequent Placement Notice Date”) and (y) the time of consummation of a Subsequent Placement (in each case, other than with

respect to Excluded Securities) (each, an “Eligible Subsequent Placement”), the Holder shall have the right, in its

sole discretion, to require that the Company redeem (each an “Subsequent Placement Optional Redemption”) all, or any

portion, of the Conversion Amount under this Note not in excess of (together with any Subsequent Placement Optional Redemption Amount

(as defined in the applicable other Note of the Holder) of any other Notes of the Holder) the Holder’s Holder Pro Rata Amount of

30% of the net proceeds of such Eligible Subsequent Placement (the “Eligible Subsequent Placement Optional Redemption Amount”)

by delivering written notice thereof (an “Subsequent Placement Optional Redemption Notice”) to the Company.

(b) Mechanics.

Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth in the applicable

Subsequent Placement Optional Redemption Notice, of the Eligible Subsequent Placement Optional Redemption Amount the Holder is electing

to have redeemed (the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent Placement

Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x) the fifth

(5th) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the date of the

consummation of such Eligible Subsequent Placement. The portion of the Conversion Amount of this Note subject to redemption pursuant

to this Section 10 shall be redeemed by the Company in cash at a price equal to the Subsequent Placement Optional Redemption Amount (the

“Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 10 shall be made in accordance

with the provisions of Section 13.

2 Insert

113% of the NYSE American Minimum Price as of the Trading Day ended immediately prior to the time of execution of the Securities Purchase

Agreement

3 Insert

the three month anniversary of the Issuance Date

11. 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, issue or sale of securities, or any other voluntary action, avoid or seek

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

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

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

par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, and (b) shall

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

shares of Common Stock upon the conversion of this Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar

day anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to

restrictions set forth in Section 3(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 permit such conversion into shares of Common Stock.

12. RESERVATION

OF AUTHORIZED SHARES.

(a) Reservation.

So long as any Notes remain outstanding, the Company shall at all times reserve at least 110% of the maximum number of shares of Common

Stock issuable upon conversion of all the Notes then outstanding (without regard to any limitations on conversions and assuming for purposes

hereof that the Notes are convertible at the Conversion Price assuming a Conversion Date as of such applicable date of determination)

(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 of the Notes based on the original principal amount of the

Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized

Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, 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 Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount

of the Notes then held by such holders.

(b) Insufficient

Authorized Shares. If, notwithstanding Section 12(a), and not in limitation thereof, at any time while any of the Notes remain outstanding

the Company does not have a sufficient number of authorized and unreserved (or reserved pursuant to Section 12(a)) shares of Common Stock

to satisfy its obligation to reserve for issuance upon conversion of the Notes 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 Notes 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. In the event that the Company is prohibited from issuing

shares of Common Stock pursuant to the terms of this Note 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 the Holder, the Company shall pay cash in exchange

for the redemption of such portion of the Conversion Amount 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 VWAP of the Common Stock on any Trading Day during

the period commencing on the date the 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 12(a); 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 Authorized

Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing

contained in Section 12(a) or this Section 12(b) shall limit any obligations of the Company under any provision of the Securities Purchase

Agreement.

13. REDEMPTIONS.

(a) Mechanics.

The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days after

the Company’s receipt of the Holder’s Event of Default Redemption Notice (each, an “Event of Default Redemption

Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5, the Company shall deliver

the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control

if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s

receipt of such notice otherwise (each, an “Change of Control Redemption Date”). The Company shall deliver the applicable

Amortization Redemption Price to the Holder in cash on the applicable Amortization Date. The Company shall deliver the applicable Subsequent

Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional Redemption Date. Notwithstanding

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

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

Price hereunder shall be increased by the amount of such cash payment owed to the 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. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptly cause to be

issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing the Outstanding Value which has not been

redeemed. In the event that the Company does not pay the applicable Redemption Price to the Holder within the time period required, at

any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption,

to require the Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted

for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s

receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Company

shall immediately return this Note, or issue a new Note (in accordance with Section 20(d)), to the Holder, and in each case the principal

amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable

Redemption Price (as the case may be, and as adjusted pursuant to this Section 13, if applicable) minus (2) the Principal portion of

the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall

be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price

as in effect on the date on which the applicable Redemption Notice is voided, (B) 50% of the lowest Closing Bid Price of the Common Stock

during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending

on and including the date on which the applicable Redemption Notice is voided and (C) 50% of the quotient of (I) the sum of the five

(5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion

Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any stock

dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a notice voiding

a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments

of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.

(b) Redemption

by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment

as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 5 (each,

an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day of its receipt

thereof, forward to the Holder by electronic mail a copy of such notice. If the Company receives a Redemption Notice and one or more

Other Redemption Notices, during the five (5) Business Day period beginning on and including the date which is two (2) Business Days

prior to the Company’s receipt of the Holder’s applicable Redemption Notice and ending on and including the date which is

two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company is unable

to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during

such five (5) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder)

based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices

received by the Company during such five (5) Business Day period.

14. VOTING

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

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

15. COVENANTS.

Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:

(a) Rank.

All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness

of the Company and its Subsidiaries (other than Permitted Indebtedness secured by Permitted Liens).

(b) 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 (i) the Indebtedness evidenced by this Note and the Other Notes

and (ii) other Permitted Indebtedness).

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.

(d) Restricted

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 the Notes and Permitted Payments) 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, an event constituting an Event of Default has occurred

and is continuing or would occur after giving effect to such payment.

(e) 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.

(f) 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 (each, an “Asset

Sale”), 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.

(g) Maturity

of Indebtedness. Except as set forth on Schedule 15(g) attached hereto, the Company shall not, and the Company shall cause

each of its Subsidiaries to not, directly or indirectly, permit any Indebtedness of the Company or any of its Subsidiaries to mature

or accelerate prior to the Maturity Date.

(h) Change

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

indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated

to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental

thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their

corporate structure or purpose.

(i) 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.

(j) 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 (as defined in the Securities Purchase Agreement) 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.

(k) 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, property 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.

(l) 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.

(m) Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate

principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase Agreement

and the Notes) or (ii) issue any other securities that would cause (or with the passage of time would reasonably be expected to cause)

an Event of Default under the Notes.

(n) Financial

Covenants; Announcement of Operating Results.

(i) The

Company shall maintain, at all times, a balance of Available Cash in an aggregate amount equal to or exceed, as applicable, $2.0 million

(the “Financial Test”).

(ii) Operating

Results Announcement. Commencing on the Issuance Date, upon the occurrence of an Event of Default pursuant to Section 4(a)(xvii)

(each such failure, a “Financial Covenant Failure”), the Company shall notify the Holder in writing that it desires

to deliver to the Holder material non-public information (each, a “Pre-Notice”). If the Holder upon receipt

of such Pre-Notice elects in writing to receive such material non-public information (which may be an e-mail), the Company shall promptly

provide to the Holders a written certification, executed on behalf of the Company by the Chief Financial Officer of the Company, certifying

that a Financial Covenant Failure exists for such Fiscal Quarter or Fiscal Year, as applicable (each, a “Financial Covenant

Event Notice”). By no later than the second (2nd) Business Day after the date the Company delivers such Financial

Covenant Event Notice to the Holder, the Company shall also make publicly available (as part of a Quarterly Report on Form 10-Q, Annual

Report on Form 10-K or on a Current Report on Form 8-K, or otherwise) the Financial Covenant Event Notice and the fact that an Event

of Default has occurred under the Notes. If upon receipt of a Pre-Notice, the Holder elects not to receive any material non-public

information, the Company shall have no obligation to deliver such Financial Covenant Event Notice to the Holder and the occurrence of

such Financial Covenant Failure and the fact that an Event of Default has occurred under the Notes shall be publicly disclosed and disseminated

at such time as required by the rules and regulations of the 1934 Act and the SEC.

(o) PCAOB

Registered Auditor. At all times any Notes remain outstanding, the Company shall have engaged an independent auditor to audit its

financial statements that is registered with (and in compliance with the rules and regulations of) the Public Company Accounting Oversight

Board.

(p) 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 Note; 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 Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

(q) Taxes.

The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related

interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon

their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except

where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).

The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure

to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding

the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain

adequate reserves therefor in accordance with GAAP.

(r) Independent

Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon

the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time

the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent, reputable

investment bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred

(the “Independent Investigator”). If the Independent Investigator determines that such breach of this Note has occurred,

the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each holder of a

Note 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

(including the accountants’ work papers) 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.

16. [RESERVED].

17. DISTRIBUTION

OF ASSETS. In addition to any adjustments pursuant to Sections 6(a) or 7, 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 the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon

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

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

the date on which a record is taken for 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 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 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 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).

18. AMENDING

THE TERMS OF THIS NOTE. Except for Section 3(d) and this Section 18, which may not be amended, modified or waived by the parties

hereto, the prior written consent of the Required Holders shall be required for any change, waiver or amendment to this Note and any

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

Notes; provided, however, that no such change, waiver or amendment, as applied to any of the Notes held by any particular holder of Notes,

shall, without the written consent of that particular holder, disproportionally and adversely affect any rights under the Notes of any

holder of Notes. In the event that the Company and the Required Holders amend the Notes, the Company shall provide written notice of

such amendment, including a copy of the amendment and a summary of its material terms, to all other holders at or after 4:00 p.m. New

York time on the same calendar day such amendment is made, and in no event later than the date immediately prior to the public disclosure

of such amendment, whether by the filing of a Current Report on Form 8-K or by any other public announcement or filing by the Company.

19. TRANSFER.

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

without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities Purchase Agreement.

20. REISSUANCE

OF THIS NOTE.

(a) Transfer.

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

deliver upon the order of the Holder a new Note (in accordance with Section 20(d)), registered as the Holder may request, representing

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

new Note (in accordance with Section 20(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and

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

or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on

the face of this Note.

(b) Lost,

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

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

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

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

a new Note (in accordance with Section 20(d)) representing the outstanding Principal.

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

of the Company, for a new Note or Notes (in accordance with Section 20(d) and in principal amounts of at least $1,000) representing in

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

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

(d) Issuance

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

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

in the case of a new Note being issued pursuant to Section 20(a) or Section 20(c), the Principal designated by the Holder which, when

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

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

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

and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal, Make-Whole Amount and Interest of this Note, from

the Issuance Date.

21. REMEDIES,

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

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

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

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

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

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

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

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

The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided

herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall

be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of

the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event

of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to specific performance

and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such

case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information

and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance

with the terms and conditions of this Note (including, without limitation, compliance with Section 7).

22. PAYMENT

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

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

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

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

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

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

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

Principal amount hereof.

23. CONSTRUCTION;

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

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

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

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

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

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

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

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

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

24. FAILURE

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

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

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

representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 24 shall permit any waiver of any

provision of Section 3(d).

25. 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, the Amortization Amount, a Black Scholes

Consideration Value, 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 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 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 Closing Bid Price, such Closing Sale Price, such Conversion Price, such Amortization Amount, such Black Scholes Consideration

Value, 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 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, subject to the approval

of the Company (such approval not to be unreasonably withheld, conditioned or delayed), 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 25 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 25 constitutes an agreement to arbitrate between the Company and

the Holder (and constitutes an arbitration agreement) under the § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”)

and that each of the Holder and the Company is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a)

in order to compel compliance with this Section 25, (ii) the terms of this Note 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 Note and any other applicable Transaction Documents, (iii)

each of the Company and the Holder shall have the right to submit any dispute described in this Section 25 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 25 and (iv) nothing

in this Section 25 shall limit the Holder or the Company from obtaining any injunctive relief or other equitable remedies (including,

without limitation, with respect to any matters described in this Section 25).

26. NOTICES;

CURRENCY; PAYMENTS.

(a) Notices.

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

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

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

of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting

forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date

on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with

respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or

other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,

dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction

with such notice being provided to the Holder.

(b) Currency.

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

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

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

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

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

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

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

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

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

the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement),

provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company

with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to

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

day which is a Business Day. Any amount of Principal or other amounts due under the Transaction Documents which is not paid when due

(except to the extent such amount is simultaneously accruing Interest at the Default Rate hereunder) shall result in a late charge being

incurred and payable by the Company in an amount equal to interest on such amount at the rate of thirteen percent (13%) per annum from

the date such amount was due until the same is paid in full (“Late Charge”).

27. CANCELLATION.

After all Outstanding Value and other amounts at any time owed on this Note or any other Transaction Documents have been paid in full,

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

28. WAIVER

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

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

Purchase Agreement.

29. GOVERNING

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

and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any 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. Except as otherwise required by Section 25 above, the Company hereby irrevocably submits to the exclusive

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

hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and

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

that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

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

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

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

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

(ii) shall limit, or shall be deemed or construed to limit, any provision of Section 25. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY

RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR

ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

30. 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 30 referred to as the “Judgment Currency”)

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

preceding:

(i) the

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

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

(ii) the

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

such conversion is made pursuant to this Section 30(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 30(a)(ii) above, there is a change in the Exchange

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

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

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

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

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

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

31. SEVERABILITY.

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

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

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

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

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

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

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

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

invalid or unenforceable provision(s).

32. 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 Holder and thus refunded to the Company.

33. CERTAIN

DEFINITIONS. For purposes of this Note, 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 7) of shares of Common Stock (other than rights of the type described in

Section 6(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).

(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) “Amortization

Amount” means the sum of (A) the lesser of (x) $[__]4, and (y) the Outstanding Principal Value then outstanding

as of such Amortization Date (subject to reduction with respect to any Deferral to any later date), (B) any Deferral Amount previously

deferred to, and included in, such Amortization Amount in accordance herewith, (C) any Make-Whole Amount as of such Amortization Date

with respect to such Outstanding Principal Value, (D) the sum of any accrued and unpaid Interest as of such Amortization Date with respect

to such Outstanding Principal Value, (E) any accrued and unpaid Late Charges, if any, under this Note as of such Amortization Date with

respect to such Outstanding Principal Value, Make-Whole Amount and/or Interest, as applicable, and (F) any other unpaid amounts pursuant

to the Transaction Documents, if any, due or overdue as of such Amortization Date.

Insert 1/6th of initial Outstanding Principal Value

of this Note.

(f) “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 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.

(g) “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.

(h) “Available

Cash” means, with respect to any date of determination, an amount equal to the aggregate amount of the unrestricted Cash of

the Company and its Subsidiaries as of such date of determination held in bank accounts of financial banking institutions in the United

States of America.

(i) “Black

Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case

may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading

Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option,

Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate

for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date

of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected

volatility equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible

Security or Adjustment Right (as the case may be).

(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) “Cash”

of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained in accordance with GAAP,

and means, without duplication, the cash, cash equivalents and Eligible Marketable Securities accrued by the Company and its wholly owned

Subsidiaries on a consolidated basis on such date.

(m) “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, (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, or (iv) a merger in connection with a bona fide acquisition

by the Company of any Person in which (x) the gross consideration paid, directly or indirectly, by the Company in such acquisition is

not equal to or greater than 20% of the Company’s market capitalization as calculated on the date of the announcement of such merger

and the date of the consummation of such merger, (y) such merger does not contemplate a change to the identity of a majority of the board

of directors of the Company and (z) holders of the Company’s voting power immediately prior to such merger and/or acquisition continue

after such merger and/or acquisition 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 merger and/or acquisition.

(n) “Change

of Control Redemption Premium” means 110%.

(o) “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

25. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions during such period.

(p) “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.

(q) “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.

(r) “Current

Subsidiary” means any Person in which the Company on the Subscription Date, 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 all of the foregoing, collectively, “Current Subsidiaries”.

(s)

“Default Rate” means thirteen percent (13%) per annum.

(t) “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.

(u) “Eligible

Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated balance sheet

of the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under the Company’s

investment policies as in effect on the Issuance Date or approved thereafter by the Company’s Board of Directors.

(v) [Intentionally

omitted].

(w) “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 20% 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 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 of any such Convertible

Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause

(i) above) is not lowered, none of such Convertible Securities 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 Notes or otherwise pursuant to the terms

of the Notes; provided, that the terms of the Notes 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) any shares of Common Stock issued

or issuable in connection with any bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements, and strategic

partnerships, provided, that (x) the primary purpose of such issuance is not to raise capital as reasonably determined, and (y) the purchaser

or acquirer or recipient of the securities in such issuance solely consists of either (I) the actual participants in such strategic or

commercial alliance, strategic or commercial licensing arrangement or strategic or commercial partnership, (II) the actual owners of

such assets or securities acquired in such acquisition or merger or (III) the shareholders, partners, employees, consultants, officers,

directors or members of the foregoing Persons, in each case, which is, itself or through its subsidiaries, an operating company or an

owner of 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, and (IV) the number or amount of securities issued to such Persons by the Company shall not be disproportionate

to each such Person’s actual participation in (or fair market value of the contribution to) such strategic or commercial alliance

or strategic or commercial partnership or ownership of such assets or securities to be acquired by the Company, as applicable; and (v)

shares of Common Stock issued pursuant to a Permitted ELOC with the Lead Investor (or any of its affiliates) or a Permitted ATM with

any Person.

(x) “Fiscal

Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that correspond to the Company’s

fiscal year as of the date hereof that ends on April 30.

(y) “Fiscal

Year” means the fiscal year adopted by the Company for financial reporting purposes as of the date hereof that ends on April

30.

(z) “Fundamental

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

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

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

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

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

Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders

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

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

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

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

collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common

Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually

or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding

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

with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z)

such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3

under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common

Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related

transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”

(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,

tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,

recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever,

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

of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of

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

of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the

Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders

of the Company to surrender their shares of Common Stock without approval of the stockholders of the Company or (C) directly or indirectly,

including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any

other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case

this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition

to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the

intended treatment of such instrument or transaction.

(aa)

“GAAP” means United States generally accepted accounting principles, consistently applied.

(bb) “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.

(cc) “Holder

Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date

and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to

the Securities Purchase Agreement on the Closing Date.

(dd)

“Indebtedness” shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(ee) “Closing

Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued

Notes pursuant to the terms of the Securities Purchase Agreement.

(ff) “Interest

Date” means, with respect to any given calendar month, the first Trading Day of such calendar month.

(gg) “Interest

Rate” means four and a half percent (4.5%) per annum, subject to adjustment from time to time in accordance with Section 2.

(hh) “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.

(ii) “Lead

Investor” shall have the meaning as set forth in the Securities Purchase Agreement.

(jj) “Make-Whole

Amount” means, as of any given date and as applicable, in connection with any conversion, redemption or other repayment hereunder,

an amount equal to the amount of additional Interest that would accrue under this Note at the Interest Rate then in effect assuming for

calculation purposes that the Outstanding Principal Value of this Note as of the Closing Date remained outstanding through and including

the Maturity Date.

(kk) “MAR

Earnout” means the “Earnout Payment” in the amount of $150,000 under and as defined in that certain Stock Purchase

Agreement dated as of November 15, 2021, by and among the company and the equityholders of Marine Advanced Robotics, Inc. (the “Sellers”),

which is payable by the Company to the Sellers.

(ll) “Maturity

Date” shall mean [______]5; provided, however, (i) the Maturity Date may be extended at the option of the Holder

through the date that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental

Transaction is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date or (ii) the Maturity Date may

be extended by mutual written consent of the Holder and the Company in the event that, and for so long as, an Event of Default shall

have occurred and be continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure

would result in an Event of Default, provided further that if a Holder elects to convert some or all of this Note pursuant to Section

3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended

until such time as such provision shall not limit the conversion of this Note.

(mm) “New

Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date, directly or

indirectly, (i) owns or acquires 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 all of the foregoing, collectively,

“New Subsidiaries”.

(nn) “Options”

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

(oo) “Outstanding

Principal Value” means as of any time of determination, 113% of all outstanding Principal of this Note as of such time of determination.

(pp) “Outstanding

Value” means, as of any time of determination, the sum of (i) the Outstanding Principal Value of this Note, (ii) accrued and

unpaid Interest, (iii) Make-Whole Amount, (iv) accrued and unpaid Late Charges (as defined in Section 26(c)) on such Outstanding Principal

Value, Make-Whole Amount and Interest, in each case, as of such time of determination and (iv) any other unpaid amounts pursuant to the

Transaction Documents, if any.

(qq) “Parent

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

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

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

Insert 18-month anniversary of the Issuance Date.

(rr) “Permitted

ATM” has the meaning given such term in the Securities Purchase Agreement.

(ss) “Permitted

ELOC” has the meaning given such term in the Securities Purchase Agreement.

(tt) “Permitted

Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set forth on Schedule

3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date, (iii) Indebtedness secured by Permitted Liens

or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Lien, (iv) capital lease obligations incurred in

the ordinary course of business, and any extensions, renewals and refinancings thereof, which, in the aggregate, do not exceed $1,000,000

outstanding at any time, (v) the MAR Earnout, (vi) obligations related to letters of credit, which, in the aggregate, do not exceed $300,000

outstanding at any time, (vii) Indebtedness in respect of performance and surety bonds and other obligations of a like nature provided

by the Company in the ordinary course of business and required by applicable law in an aggregate amount not to exceed $500,000, (viii)

deferred purchase price obligations in an aggregate amount not to exceed $20,000,000 in the form of earnouts and other similar contingent

obligations and seller debt, in each case, incurred in connection with an acquisition of all or substantially all of a person’s

assets or equity securities, provided that each obligation is subordinated to this Note pursuant to a subordination agreement reasonably

acceptable to Holder and, with respect to any seller note obligation, the maturity date of such seller note is after the Maturity Date,

(ix) Permitted Subordinated Indebtedness, and (x) other unsecured Indebtedness in an aggregate amount not to exceed $200,000 at any time

outstanding.

(uu) “Permitted

Investments” means (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed

by, the U.S. (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case

maturing within one year from the date of acquisition thereof; (ii) investments in commercial paper maturing within 270 days from the

date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(iii) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of

acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office

of any commercial bank organized under the laws of the U.S. or any State thereof which has a combined capital and surplus and undivided

profits of not less than $500,000,000; (iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities

described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above;

and (v) money market funds that (x) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment

Company Act of 1940, (y) are rated AAA by S&P and Aaa by Moody’s and (z) have portfolio assets of at least $5,000,000,000.

(vv) “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, inventory or vehicle acquired or held by the Company or any of its Subsidiaries to secure the purchase price of

such equipment, inventory or vehicle or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment,

inventory or vehicle, as applicable, or (B) existing on such equipment, inventory or vehicle 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, inventory

or vehicle, in either case, with respect to Indebtedness in an aggregate principal amount not to exceed $11,000,000, (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 an Event of Default under Section 4(a)(ix).

(ww) “Permitted

Payments” means Indebtedness set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the

Subscription Date.

(xx) “Permitted

Subordinated Indebtedness” means unsecured Indebtedness (other than Convertible Securities) incurred by the Company or any

Subsidiary that is made expressly subordinate in right of payment to the Indebtedness evidenced by this Note, as reflected in a written

agreement reasonably acceptable to the Holder, which does not include any equity or equity-linked features or the issuance or transfer

of any securities (including, with limitation, any Options or the right to convert, exchange or otherwise satisfy the payment of such

Indebtedness with any equity security of the Company or any of its Subsidiaries) and which Indebtedness does not provide at any time

for (1) the payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon

until at least ninety-one (91) days after the Maturity Date and (2) total interest and fees at a rate in excess of 12% per annum.

(yy) “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.

(zz) “Principal

Market” means The NYSE American.

(aaa) “Redemption

Date” means any Event of Default Redemption Date, Amortization Date with respect to any Amortization, Subsequent Placement

Optional Redemption Date and/or Change of Control Redemption Date, as applicable.

(bbb)

“Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Amortization Notices with respect

to any Amortization, the Subsequent Placement Optional Redemption Notices and the Change of Control Redemption Notices, and each of the

foregoing, individually, a “Redemption Notice.”

(ccc) “Redemption

Premium” means 115%.

(ddd) “Redemption

Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices, the Amortization

Redemption Prices, and the Subsequent Placement Optional Redemption Prices, and each of the foregoing, individually, a “Redemption

Price.”

(eee) “Redemption

Value” means 113%.

(fff) “SEC”

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

(ggg) “Securities

Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company

and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

(hhh) “Subject

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

(iii) “Subscription

Date” means [____].

(jjj) “Subsequent

Placement” means any direct or indirect issuance, offer, sale, grant of 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) by the Company and/or any

of its Subsidiaries of any equity security and/or any equity-linked and/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 Options, any

debt, any preferred stock and/or any purchase rights).

(kkk) “Subsidiaries”

means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries, and each of the foregoing, individually,

a “Subsidiary.”

(lll) “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.

(mmm) “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 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.

(nnn) “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 25. All such determinations shall be appropriately adjusted for

any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

34. DISCLOSURE.

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

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

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

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

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

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

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

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

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

this Section 34 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities Purchase

Agreement.

35. ABSENCE

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

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

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

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

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

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

to any third party.

[signature

page follows]

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

OCEAN POWER TECHNOLOGIES, INC.

By:

Name:

Philipp Stratmann

Title:

Chief Executive Officer

Senior

Convertible Note - Signature Page

EXHIBIT

OCEAN

POWER TECHNOLOGIES, INC.

CONVERSION NOTICE

Reference

is made to the Series [C-[ ]] Senior Convertible Note (the “Note”) issued to the undersigned by Ocean Power Technologies,

Inc., a Delaware corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby

elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock, $[ ] par value

per share (the “Common Stock”), of the Company, as of the date specified below. Capitalized terms not defined herein

shall have the meaning as set forth in the Note.

Notwithstanding

anything to the contrary contained herein, this Conversion Notice shall constitute a representation by the Holder of the Note submitting

this Conversion Notice that, after giving effect to the conversion provided in this Conversion Notice, such Holder (together with the

other Attribution Parties) will not have beneficial ownership of a number of shares of Common Stock in excess of the Maximum Percentage

of the total outstanding shares of Common Stock of the Company as determined pursuant to the provisions of Section 3(d)(i) of the Note.

Date of Conversion:

Aggregate Principal to be converted:

Aggregate accrued and unpaid

Interest, Make-Whole Amount and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal, such Make

Whole Amount and such Aggregate Interest to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into

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

☐

Check here

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

Issue to:

☐

Check here

if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __,____

Name of Registered Holder

By:

Name:

Title:

Tax ID:

E-mail Address:

Exhibit

ACKNOWLEDGMENT

The

Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock are eligible

to be resold by the Holder without restriction and 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 ________________________.

Ocean Power Technologies, Inc.

By:

Name:

Title:

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