Form 8-K

8-K — NeoVolta Inc.

Accession: 0001683168-26-006967

Filed: 2026-09-04

Period: 2026-09-04

CIK: 0001748137

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — neovolta_8k.htm (Primary)

EX-4.1 — FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK (neovolta_ex0401.htm)

EX-10.1 — LOAN, SECURITY AND GUARANTY AGREEMENT, DATED AS OF SEPTEMBER 4, 2026 (neovolta_ex1001.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 4, 2026 (neovolta_ex1002.htm)

GRAPHIC (xyab.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: neovolta_8k.htm · Sequence: 1

NeoVolta, Inc 8-K

false

0001748137

2026-09-04

0001748137

us-gaap:CommonStockMember

2026-09-04

0001748137

us-gaap:WarrantMember

2026-09-04

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM

8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): September 4,

2026

NeoVolta,

Inc.

(Exact name of registrant

as specified in its charter)

Nevada

001-41447

82-5299263

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

12195

Dearborn Place

Poway, CA 92064

(Address of Principal

Executive Offices) (Zip Code)

(800) 364-5464

(Registrant’s

telephone number, including area code)

(Former name or former address,

if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy

the filing obligation of the registrant under any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

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

Title

of each class

Trading

Symbol (s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

NEOV

The NASDAQ Stock Market LLC

Warrants, each warrant exercisable for one share of common stock

NEOVW

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive

Agreement.

Loan, Security and Guaranty Agreement

On September 4, 2026 (the “Closing Date”),

NeoVolta, Inc., a Nevada corporation (the “Company”), entered into a Loan, Security and Guaranty Agreement (the “Loan

Agreement”) with Horizon Technology Finance Corporation, a Delaware corporation (“Horizon”), as collateral agent and

a lender, ROHO Capital Opportunity Fund LLC, a Delaware limited liability company (“ROHO”), as a lender, and Monroe Capital

Management Advisors, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent.

Pursuant to the Loan Agreement, the lenders agreed

to make term loans to the Company in an aggregate principal amount of $20,000,000 (collectively, the “Loans”). The Loan Agreement

also provides for a potential increase in the aggregate loan commitment amount of up to an additional $10,000,000, upon the mutual agreement

of the Company and each participating lender, subject to certain conditions, including satisfaction of the Minimum Cushion Requirement

(described below) on a pro forma basis and the issuance of additional warrants to the participating lenders.

The Loans have a scheduled maturity date of March

3, 2028 and bear interest at a rate of 10.00% per annum. The Loans are subject to scheduled amortization payments, with the first amortization

payment due on December 4, 2026 and subsequent payments due on the fourth day of each calendar month thereafter through the maturity date.

The amortization amount for each payment date is equal to, in the aggregate, the greater of $1,250,000 or 7.5% of the “value traded”

in the Company’s common stock for the previous month, subject to a cap of $2,000,000 per payment date. The Company may, at its option,

prepay all or any portion of the outstanding Loans without premium or penalty. The proceeds of the Loans are to be used solely for working

capital or general corporate purposes of the Company and its subsidiaries.

The Loans are secured by a first priority security

interest in substantially all of the assets of the Company and its subsidiaries, which serve as guarantors of the Company’s obligations

under the Loan Agreement.

The Loan Agreement contains customary representations

and warranties, affirmative and negative covenants, and events of default. Among other things, the Company is required to maintain compliance

with a Minimum Cushion Requirement, which requires that the sum of the principal amount of common stock issuable under the Company’s

at-the-market sales agreement plus the aggregate amount of unrestricted cash and cash equivalent proceeds held in deposit accounts subject

to account control agreements in favor of the collateral agent minus $5,000,000 be at all times at least $5,000,000 greater than the aggregate

outstanding principal amount of the Loans. The Company and its subsidiaries must also maintain at least $5,000,000 of cash on hand on

a consolidated basis at all times.

The foregoing description of the Loan Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which

is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Warrants

In connection with the Loan Agreement, on the

Closing Date, the Company issued five-year warrants (the “Warrants”) to purchase an aggregate of 1,454,545 shares of the Company’s

common stock (the “Common Stock”), at an exercise price of $3.30 per share (subject to adjustment as provided therein), to

the lenders under the Loan Agreement, and agreed to issue additional Warrants to purchase up to 727,273 shares on a pro rata basis in

connection with any increase to the loan amount as described above.

The Warrants may only be exercised on a cashless

basis if there is no registration statement registering, or the prospectus contained therein is not available for, the resale of shares

of Common Stock underlying the Warrants to or by the holder. The holder of a Warrant is prohibited from exercising any Warrants to the

extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding

4.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise. In addition, the Warrants

are subject to a “Cap Allocation Amount,” which limits the number of shares issuable upon exercise of each Warrant to a number

of shares equal to such holder’s pro rata share of 19.99% of the shares of Common Stock outstanding on the issue date (as adjusted

for stock splits, stock dividends and similar events), less any shares previously issued upon exercise of such Warrant. This cap applies

unless and until the Company obtains stockholder approval in accordance with Nasdaq listing rules to permit the issuance of shares upon

exercise of the Warrants in excess of the Cap Allocation Amount (the “Stockholder Approval”). The Company is required under

the Warrants to take all necessary action to obtain the Stockholder Approval, and may not engage in any dilutive issuance that would cause

a Warrant to be exercisable for shares in excess of the Cap Allocation Amount without first obtaining such approval. In the event of certain

fundamental transactions, the holder of the Warrants will have the right to receive the Black Scholes Value (as defined in the Warrants)

of its Warrants calculated pursuant to a formula set forth in the Warrants, payable either in cash or in the same type or form of consideration

that is being offered and being paid to the holders of Common Stock.

If, while the Warrants are outstanding, the Company

issues or sells, or is deemed to have issued or sold, any Common Stock and/or Common Stock equivalents other than in connection with certain

exempt issuances, at a purchase price per share less than the exercise price of the Warrants in effect immediately prior to such issuance

or sale or deemed issuance or sale, then immediately after such issuance or sale or deemed issuance or sale, the exercise price of the

Warrants then in effect will be reduced based on a weighted average dilution formula and the number of shares underlying the Warrant will

be proportionately increased, subject to the Cap Allocation Amount described above.

The foregoing description of the Warrants does

not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant, a copy of which is filed

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

Registration Rights Agreement

In connection with the Loan Agreement, on the

Closing Date, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with ROHO and

Horizon (collectively, the “Investors”).

Pursuant to the Registration Rights Agreement,

the Company agreed to prepare and file with the Securities and Exchange Commission (the “SEC”), on or prior to 30 days from

the Closing Date, a registration statement on Form S-3 covering the resale of all of the shares of Common Stock issuable upon exercise

of the Warrants (the “Registrable Securities”). The Company agreed to use its commercially reasonable efforts to cause such

registration statement to become effective no later than 60 days after the applicable filing deadline (or 90 days in the event of a review

by the SEC).

The foregoing description of the Registration

Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights

Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation

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

The information set forth in Item 1.01 of this

Current Report on Form 8-K with respect to the Loan Agreement is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

On the Closing Date, the Company issued the Warrants

to purchase an aggregate of 1,454,545 shares of Common Stock to the lenders under the Loan Agreement and agreed to issue additional Warrants

to purchase up to 727,272 shares on a pro rata basis in connection with any increase to the loan amount as described above. The Warrants

will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the

“Securities Act”).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

4.1

Form of Warrant to Purchase Shares of Common Stock

10.1

Loan, Security and Guaranty Agreement, dated as of September 4, 2026, by and among NeoVolta, Inc., as borrower, Horizon Technology Finance Corporation, as collateral agent and a lender, ROHO Capital Opportunity Fund LLC, as a lender, and Monroe Capital Management Advisors, LLC, as administrative agent

10.2

Registration Rights Agreement, dated as of September 4, 2026, by and between NeoVolta, Inc., ROHO Capital Opportunity Fund LLC and Horizon Technology Finance Corporation

104

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

SIGNATURE

Pursuant to the requirements

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

duly authorized.

NeoVolta, Inc.

By:

/s/ Jing Nealis

Jing Nealis

Chief Financial Officer

Dated: September 4, 2026

EX-4.1 — FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK

EX-4.1

Filename: neovolta_ex0401.htm · Sequence: 2

Exhibit 4.1

THE OFFER AND SALE OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON

EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES

LAW. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, EXCEPT

PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE ACT OR PURSUANT TO A PRIVATE SALE EFFECTED

UNDER SECTION 4(a)(7) OF THE ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND

A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER

LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

NEOVOLTA, INC.

WARRANT TO PURCHASE SHARES

OF COMMON STOCK

THIS CERTIFIES THAT, for value

received, [___________] and its assignees (the “Holder”) are entitled to subscribe for and purchase up to [_____ duly

authorized, validly issued, fully paid and non-assessable shares of the common stock, par value $0.001 per share (“Common Stock”)

(as adjusted pursuant to Section 4 hereof, the “Shares”), of NeoVolta, Inc., a Nevada corporation (the

“Company”), at the price of $[3.30] per share (such price and such other price as shall result, from time to time,

from the adjustments specified in Section 4 hereof is herein referred to as the “Exercise Price”), upon the

terms and subject to the conditions set forth herein. This Warrant to Purchase Shares of Common Stock is issued pursuant to that certain

Loan, Security and Guaranty Agreement, dated as of September 4, 2026 (as the same may be amended, restated or otherwise modified from

time to time, the “Loan Agreement”), by and among ROHO Capital Opportunity Fund LLC, as lender, Monroe Capital Management

Advisors, LLC, as administrative agent, Horizon Technology Finance Corporation, as collateral agent and lender, and the Company, as borrower.

As used herein, (a) the term

“Date of Grant” shall mean September [__], 2026, (b) the term “Warrant” shall mean this Warrant

to Purchase Shares of Common Stock and any other warrant of like tenor issued in substitution or exchange for this Warrant to Purchase

Shares of Common Stock (whether upon transfer, partial exercise or otherwise in lieu of this Warrant), (c) the term “Other Warrants”

shall mean, collectively, any other Warrant to Purchase Shares of Common Stock issued by the Company pursuant to the Loan Agreement, together

with any other warrants of like tenor issued in substitution or exchange therefor (whether upon transfer, partial exercise or otherwise

in lieu of any such warrant) and (d) the term “Warrants” shall mean this Warrant and the Other Warrants, collectively,

unless the context clearly requires otherwise.

1. Term.

The purchase right represented by this Warrant is exercisable, in whole or in part, at any time and from time to time from the Date of

Grant through 5:00 p.m. (New York City time) on the date (the “Expiration Date”) that is the five (5) year anniversary

of the Date of Grant.

2. Method

of Exercise; Payment; Issuance of New Warrant.

(a) Subject

to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the Holder hereof, in whole or in

part, at any time and from time to time, at the election of the Holder, by delivering to the Company (by electronic mail or otherwise

in accordance with Section 13) written notice of such exercise substantially in the form attached hereto as Exhibit A (an

“Exercise Notice”), together with payment to the Company, by certified or bank check or by wire transfer to the account

set forth in Exhibit B or such other account as the Company may designate by written notice to the Holder (a “Wire Transfer”),

of an amount equal to (x) the then applicable Exercise Price multiplied by (y) the number of Shares then being purchased, or by making

an appropriate notation in the notice of exercise indicating that the aggregate Exercise Price is being satisfied through a Cashless Exercise

(as defined below). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, nor shall

any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any notice of exercise

be required. The “Exercise Date” in respect of each exercise of this Warrant shall be defined as the date that the

notice of exercise in respect of such exercise, duly completed, is delivered to the Company in accordance with the terms hereof.

(b) In

the event of any exercise of the purchase rights represented by this Warrant in accordance with the terms hereof, the Shares so purchased

shall be delivered by the Company, (i) in the case of an exercise at a time when any of the Unrestricted Conditions (as defined below)

is met as of the Exercise Date in respect of the Shares issuable upon such exercise, by causing the Company’s designated transfer

agent (“Transfer Agent”) to electronically transmit the Shares issuable upon such exercise to the Holder by crediting

the account of the Holder’s prime broker with The Depository Trust Company (“DTC”), through its Deposit/Withdrawal

at Custodian (“DWAC”) system, as specified in the relevant notice of exercise, no later than the later of (x) one (1)

Trading Day (or, if less, the number of Trading Days then comprising the Standard Settlement Period (as defined below)) after the relevant

Exercise Date and, (y) in the case of a Cash Exercise, one (1) Trading Day (or, if less, the number of Trading Days then comprising the

Standard Settlement Period) after the date the applicable aggregate Exercise Price is received by the Company, or (ii) in the case of

an exercise at a time when the Shares issuable upon such exercise are required to bear a restrictive legend pursuant to Section 6

because none of the Unrestricted Conditions is met in respect thereof (or if requested by the Holder in lieu of delivery pursuant to clause

(i) of this paragraph), issue and dispatch by overnight courier to the address as specified in the notice of exercise, a certificate,

registered in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise,

within the later of (x) five (5) Trading Days after the relevant Exercise Date and, (y) in the case of a Cash Exercise, two (2) Trading

Days after the date the applicable aggregate Exercise Price is received by the Company; provided, that with the consent of the Holder,

in lieu of the Company delivering certificates representing such Shares, the Transfer Agent shall electronically credit such Shares by

book-entry in the name of the Holder (or its designee) on the books and records of such Transfer Agent and deliver a statement thereof

to the Holder.

purposes hereof, (a) “Standard Settlement Period” means the standard settlement period for equity trades effected by

U.S. broker-dealers, expressed in a number of Trading Days, as in effect on the applicable date; (b) “Trading Day”

means any day on which shares of Common Stock are traded for any period on the Nasdaq Capital Market, or if the Common Stock is no longer

listed on the Nasdaq Capital Market, on the other United States securities exchange or market on which the Common Stock is then being

principally traded (and if the Common Stock is not so listed or traded, then “Trading Day” means a Business Day (as defined

in the Loan Agreement)); and (c) “Delivery Period” means, in respect of each exercise of the Holder’s purchase

right hereunder, the period commencing on the delivery of a duly completed notice of exercise in respect of such exercise and ending on

the deadline for delivery of the Shares issuable in respect of such exercise, as set forth in Section 2(b).

(d) Upon

the exercise of this Warrant or any part hereof, the Company shall, at its own cost and expense, take all necessary action, including

obtaining and delivering an opinion of counsel, if applicable, to assure that the Transfer Agent shall transmit to the Holder in accordance

with this Section 2 the number of Shares issuable upon such exercise. The Company warrants that such Shares will be free-trading

and freely transferable if any of the Unrestricted Conditions is met as of the Exercise Date. Upon the delivery of a notice of exercise

in accordance with Section 2(a) and, in the case of a Cash Exercise, delivery of the applicable aggregate Exercise Price, the Holder

shall be deemed for purposes of dividends, distributions, the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and any other applicable securities laws to have become the holder of record of the Shares with respect to which this Warrant has been

exercised, irrespective of the date such Shares are credited to the Holder’s or its designee’s DTC account or the date of

delivery of the certificates evidencing such Shares, as the case may be. The Holder shall not be required to physically surrender this

Warrant to the Company until the Holder has purchased all of the Shares available, or that may become available, hereunder and this Warrant

has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading

Days following the date the final notice of exercise is delivered to the Company. Execution and delivery of a notice of exercise with

respect to a partial exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing

the right to purchase the remaining number of Shares. The Holder and the Company shall maintain records showing the number of Shares purchased

and the remaining number of Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledges and agrees

that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares

available for purchase hereunder at any given time may be less than the amount stated herein.

(e) In

addition to any other rights or remedies available to the Holder hereunder or otherwise at law or in equity, if the Company fails to cause

its Transfer Agent to deliver to the Holder all of the applicable Shares pursuant to an exercise of this Warrant on or before the last

day of the Delivery Period in respect of such exercise, and if after such date the Holder is required by its broker to purchase (in an

open market transaction or otherwise) or the Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver

in satisfaction of a sale by the Holder of the Shares that the Holder was entitled to receive upon such exercise (a “Buy-In”),

then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage

commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Shares

that the Company was required to deliver to the Holder in connection with the exercise on or before the last day of such Delivery Period,

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

reinstate the portion of this Warrant and equivalent number of Shares for which such exercise was not timely honored (and refund the Exercise

Price therefor, to the extent paid by the Holder), or deliver to the Holder the number of Shares that would have been issued had the Company

timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total

purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise to cover the sale of Common Shares with an aggregate

sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall

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

in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein

shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including a decree of specific

performance and/or injunctive relief, with respect to the Company’s failure to timely deliver the shares of Common Stock upon exercise

of this Warrant as required pursuant to the terms hereof.

3. Stock

Fully Paid; Reservation of Shares. All Shares that may be issued upon the exercise of the rights represented by this Warrant will,

upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all preemptive rights and taxes,

liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised,

the Company will at all times have authorized, and reserved exclusively for issuance upon exercise of the purchase rights evidenced by

this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant

in full, assuming that the Exercise Price is satisfied in cash.

4. Adjustment

of Exercise Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise

Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a) Subdivision

or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine

its outstanding shares of Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable hereunder

shall be proportionately increased in the case of a subdivision and the Exercise Price shall be proportionately increased and the number

of Shares issuable hereunder shall be proportionately decreased in the case of a combination.

(b) Stock

Dividends and Other Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall (i) pay a dividend

with respect to its Common Stock payable in Common Stock, then the Exercise Price shall be reduced, from and after the date of determination

of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect

immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Common

Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares

of Common Stock outstanding immediately after such dividend or distribution; or (ii) make any other distribution with respect to Common

Stock (except any distribution provided for in Section 4(a)), then, in each such case, provision shall be made by the Company such that

the Holder of this Warrant shall receive upon exercise of this Warrant a proportionate share of any such dividend or distribution as though

it were the holder of the Shares as of the record date fixed for the determination of the stockholders of the Company entitled to receive

such dividend or distribution. For the avoidance of doubt, if at any time the Company grants, issues or sells any options, convertible

securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of its capital

stock (the “Purchase Rights”), and such grant, issuance or sale does not result in a dividend or distribution resulting

in an adjustment pursuant to this Section 4(b), then the Holder will be entitled to acquire, upon the terms applicable to such

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

Stock acquirable upon exercise in full of this Warrant (assuming the Exercise Price is satisfied in cash) immediately before the date

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

the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Transactions.

(i)

If at any time prior to the expiration of this Warrant, (i) there shall be any reclassification, share exchange or change of securities

of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par

value to par value, or as a result of a subdivision or combination), or such class is otherwise converted into, or exchanged for, other

securities, cash or property (other than as a result of a transaction covered by Section 4(a) or 4(b)); (ii) the Company

effects any merger or consolidation of the Company with or into another entity (other than a merger with another entity (x) in which the

Company is the acquiring and the surviving entity, (y) which does not result in any reclassification or change of outstanding securities

of the class issuable upon exercise of this Warrant and (z) which does not result in the Company being owned by a parent entity or the

stockholders immediately prior to such merger or consolidation not owning, directly or indirectly, at least fifty percent (50%) of the

voting power of the capital stock of the Company following such merger or consolidation), (iii) the Company consummates a sale of all

or substantially all of the assets of the Company, (iv) pursuant to any tender offer or exchange offer (whether by the Company or another

Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and

the Company or such other Person, as applicable, accepts such tender for payment, (v) the Company consummates a stock purchase agreement

or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with

another Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except for any

such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions,

the voting power of such Person immediately after the transaction) (each, a “Fundamental Transaction”), then, in each

such case, the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or

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

to such Fundamental Transaction, the holder of the number of Shares then issuable upon exercise in full of this Warrant (including any

distributions or Purchase Rights to which the Holder would then be entitled in accordance with Section 4(b)) without regard to any limitations

on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction

in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate

Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to

Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity

or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate

Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under

this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction

type. If the Company undertakes a Fundamental Transaction in which the Company is not the surviving entity and the Alternate Consideration

includes securities of another Person, then the Company shall provide that, prior to or simultaneously with the consummation of such Fundamental

Transaction, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume

the obligation to deliver to the Holder such Alternate Consideration as the Holder is entitled to receive in accordance with the foregoing

provisions, and to assume the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to

subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding the foregoing, a “Fundamental Transaction”

shall not include (a) any transaction effected solely for the purpose of changing the jurisdiction of incorporation or formation of the

Company, or (b) any internal reorganization or restructuring among the Company and its wholly-owned subsidiaries that does not result

in a change in the beneficial ownership of the Company’s capital stock.

(ii)

Notwithstanding anything to the contrary contained herein, in the event of a Fundamental Transaction (other than any transaction

effected solely for the purpose of changing the jurisdiction of incorporation of the Company), the Company or any Successor Entity (as

defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation

of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase

this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining

unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, that in the case of a Fundamental

Transaction that is not within the Company’s control and is not approved by the Company’s board of directors, the Holder shall

only be entitled to receive from the Company or any Successor Entity consideration (having a value equal to the Black Scholes Value) in

the same type or form of consideration (including the same choice as to form) as the holders of Common Stock are entitled to receive in

such Fundamental Transaction.

(iii)

“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained

from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for

pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between

the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date, (B) an expected volatility equal

to the greater of (i) 100% and (ii) the 100 day volatility, each obtained from the HVT function on Bloomberg (determined utilizing a 365

day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,

(C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in

cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater

of (x) the last Volume Weighted Average Price (as defined below) immediately prior to the public announcement of such Fundamental Transaction

and (y) the last Volume Weighted Average Price immediately prior to the consummation of such Fundamental Transaction (D) a remaining option

time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date and

(E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within

five (5) Trading Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The terms of

any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity

to comply with the provisions of this Section 4(c) and insuring that this Warrant (or any such replacement security) will be similarly

adjusted upon any subsequent Fundamental Transaction.

(iv)

The Company shall cause any Person acquiring the Company’s assets or capital stock in a Fundamental Transaction or any successor

entity resulting from a Fundamental Transaction in which the Company is not the survivor (the “Direct Successor Entity”),

or any parent company of any Direct Successor Entity (or in the case of multiple parent entities, the parent entity with the largest public

market capitalization as of the date of the Fundamental Transaction (the Direct Successor Entity or any such parent entity, the “Successor

Entity”), to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of

this Section 4(c) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder

(which approval shall not be unreasonably withheld, conditioned or delayed) prior to such Fundamental Transaction and shall, at the option

of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument

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

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

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

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

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

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

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

Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so

that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall

refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Notwithstanding

the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(c) to permit

a Fundamental Transaction without the assumption of this Warrant.

(d) Dilutive

Issuances.

(i) Adjustment

of Applicable Price. If and whenever on or after the Date of Grant, the Company issues or sells, or is deemed to have issued or sold

(a “Dilutive Issuance”), any shares of Common Stock (including the issuance or sale of shares of Common Stock owned

or held by or for the account of the Company, but excluding Exempted Issuances (as defined below)), for a consideration per share less

than a price equal to the Exercise Price in effect immediately prior to such issuance or sale (the “Applicable Price”),

then immediately after such Dilutive Issuance the Exercise Price then in effect shall be reduced to an amount equal to the product of

(x) the Applicable Price and (y) the quotient determined by dividing (A) the sum of (I) the product derived by multiplying the

Applicable Price by the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such Dilutive Issuance,

plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (B) the product derived by multiplying

the (I) Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. In

the event of an adjustment to the Applicable Price pursuant to this Section 4(d), the number of Shares issuable upon exercise of

this Warrant shall be adjusted such that the aggregate Exercise Price immediately following such adjustment equals the aggregate Exercise

Price immediately prior to such adjustment; provided, that in no event shall the number of Shares issuable upon exercise of this Warrant

exceed the Cap Allocation Amount (as defined below) unless Stockholder Approval (as defined below) has been obtained. The Company shall

take all necessary action to obtain any and all approvals of its stockholders necessary (pursuant to the rules of The Nasdaq Stock Market

LLC (“Nasdaq”) or otherwise) to permit the Company to issue shares of Common Stock upon the exercise of this Warrant

in accordance with Nasdaq rules and all applicable laws, without regard to the Cap Allocation Amount (the “Stockholder Approval”).

The Company shall not engage in any Dilutive Issuance (including any action that would be deemed a Dilutive Issuance) that would cause

this Warrant to be exercisable for a number of shares of Common Stock in excess of the Cap Allocation Amount without first obtaining the

Stockholder Approval.

(ii) Adjustments for

Options, Convertible Securities and Units. For purposes of determining the adjusted Exercise Price under Section 4(d) above

(which, for the avoidance of doubt, the Company expressly agrees shall mean, for all purposes of this Section 4(d), including for

purposes of determining whether the Company has issued or sold, or shall be deemed to have issued or sold, any shares of Common Stock

for a consideration per share of Common Stock less than a price equal to the Applicable Price), the following shall be applicable:

(1) Issuance

of Options. If the Company in any manner grants, issues or sells any Options (as defined below), other than Options that are solely

exercisable for or solely convertible into shares of Common Stock that would constitute Exempted Issuances, and the lowest price per share

for which a share of Common Stock is issuable upon the exercise of any such Option (or upon conversion, exchange or exercise of any Convertible

Securities issuable upon exercise of any such Option) (the “Dilutive Option Strike Price”) is less than the Applicable

Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of

the granting, issuance or sale of such Option for such price per share. For purposes of this Section 4(d)(ii)(1), the “Dilutive

Option Strike Price” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the

Company with respect to any one share of Common Stock (x) upon the granting or sale of such Option, (y) upon exercise of such Option and

(z) upon conversion, exchange or exercise of any Convertible Security issuable upon exercise of such Option. No further adjustment of

the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Security upon the exercise

of such Option or upon the actual issuance of such shares of Common Stock upon conversion, exchange or exercise of such Convertible Security.

(2) Issuance

of Convertible Securities. If the Company in any manner grants, issues or sells any Convertible Securities (as defined below), other

than Convertible Securities that are solely convertible into or solely exchangeable for shares of Common Stock that would constitute Exempted

Issuances, and the lowest price per share for which one share of shares of Common Stock is issuable upon the conversion, exchange or exercise

thereof (the “Dilutive Convertible Security Conversion Price”) is less than the Applicable Price, then such share of

Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of

such Convertible Securities for such price per share. For the purposes of this Section 4(d)(ii)(2), the “Dilutive Convertible

Security Conversion Price” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable

by the Company with respect to one share of Common Stock upon the issuance or sale of any such Convertible Security and upon conversion,

exchange or exercise of such Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance

of such shares of Common Stock upon conversion, exchange or exercise of such Convertible Security, and if any such issue or sale of such

Convertible Security is made upon exercise of any Option for which adjustment of the Exercise Price had been or are to be made pursuant

to other provisions of this Section 4(d)(ii)(2), no further adjustment of the Exercise Price shall be made by reason of such issue

or sale.

(3) Change

in Option Price or Rate of Conversion. If the purchase, exchange or exercise price provided for in any Option (other than an Option

that is exercisable solely for or convertible solely into shares of Common Stock that would constitute Exempted Issuances), the additional

consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Security (other than a Convertible

Security that is convertible solely into or exchangeable solely for shares of Common Stock that would constitute Exempted Issuances),

or the rate at which any such Options or Convertible Securities are convertible into or exchangeable or exercisable for shares of Common

Stock changes at any time, the Exercise Price in effect at the time of such change shall be adjusted to the Exercise Price that would

have been in effect at such time had such Option or Convertible Security provided for such changed purchase, exchange or exercise price,

additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold, and the number

of shares of Common Stock acquirable hereunder shall be correspondingly readjusted. For purposes of this Section 4(d), if the terms

of any Option or Convertible Security that was outstanding as of the date of issuance of this Warrant are changed in the manner described

in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise,

conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment pursuant to this Section

4(d) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

(4) Calculation

of Consideration Received. In case any Options are issued in connection with the issuance or sale of other securities of the Company,

together comprising one integrated transaction or series of related transactions, (A) the Options will be deemed to have been issued for

a consideration equal to the fair value thereof, as determined in a manner consistent with the Company’s valuation of such securities

for its financial reporting (the “Option Consideration”), and for purposes of applying the provisions of this Section

4(d), the Option Consideration shall be allocated pro rata among all the shares of Common Stock issuable upon exercise of such Options

to determine the consideration per each such share of Common Stock and (B) the other securities will be deemed to have been issued for

an aggregate consideration equal to the aggregate consideration received by the Company for the Options and other securities (determined

as provided below with respect to each share of Common Stock represented thereby), less the Option Consideration. If any shares of Common

Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received

therefor will be deemed to be the net amount received by the Company therefor. If any shares of Common Stock, Options and/or Convertible

Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the

fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration

received by the Company will be the fair market value of such securities on the date of receipt of such securities, calculated in a manner

consistent with Section 10.2(b). If any shares of Common Stock, Options and/or Convertible Securities are issued to the owners

of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor

will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such

shares of Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or

securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within five (5) Business

Days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration

will be determined within ten (10) Business Days after the Valuation Event by an independent, reputable appraiser jointly selected by

the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error, and

the fees and expenses of such appraiser shall be borne by the Company.

(iii) Certain

Defined Terms. For purposes of this Section 4(d):

(1) “Cap

Allocation Amount” means, as of any date or time of determination, a number of Shares equal to the difference of (i) [_______],

minus (ii) the aggregate number of Shares issued upon exercise of this Warrant prior to such date or time (in each case, subject to appropriate

adjustment for any stock split, stock dividend, stock combination or similar event that increases or decreases the number of outstanding

shares of Common Stock). In the event that the Holder shall sell or otherwise transfer this Warrant (in whole or in part), the Cap Allocation

Amount applicable hereto immediately prior to such transfer shall be allocated to the Warrant acquired by the transferee as shall be determined

by the Holder and such transferee.

(2) “Common

Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time,

plus the number of shares of Common Stock deemed to be outstanding pursuant to Section 4(d)(ii) hereof regardless of whether the

Options or Convertible Securities are actually exercisable or convertible at such time, but excluding any Common Shares owned or held

by or for the account of the Company or issuable upon exercise of the Warrants.

(3) “Convertible

Security” means capital stock, indebtedness or securities (other than Options) directly or indirectly convertible into or exchangeable

or exercisable for shares of Common Stock.

(4) “Exempted

Issuances” means: (i) shares of Common Stock issued or issuable pursuant to a dividend or distribution in respect of which an

adjustment to the Exercise Price and the number of Shares is made pursuant to Section 4(a) or 4(b); (ii) shares of Common

Stock issued or issuable upon exercise or conversion of any Option or Convertible Security outstanding as of the date hereof (but without

giving effect to any amendment or modification thereof that changes the exercise price, conversion price, conversion rate or similar term

of any such security or that increases the number of shares of Common Stock directly or indirectly issuable upon the exercise, conversion

or exchange thereof); (iii) shares of Common Stock issued to employees or directors of, or consultants or advisors to, the Company or

any of its subsidiaries pursuant to an equity incentive plan approved by the board of directors of the Company; (iv) shares of Common

Stock issued, directly or indirectly, pursuant to the Loan Agreement; (v) shares of Common Stock or Convertible Securities issued or issuable

in connection with any strategic partnership, joint venture or licensing agreement approved by the board of directors of the Company,

provided that such agreement is not entered into for the primary purpose of raising capital; (vi) up to 11,802,649 shares (subject to

appropriate adjustment for any stock split, stock dividend, stock combination or similar event that increases or decreases the number

of outstanding shares of Common Stock) of Common Stock or Convertible Securities issued or issuable as full or partial consideration for

the acquisition of any business, assets or technology by the Company; and (vii) shares of Common Stock issued or issuable pursuant to

any “at-the-market” offering program established by the Company.

(5) “Options”

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

(e) Adjustment

of Number of Shares. Upon each adjustment in the Exercise Price pursuant to Section 4(a) or 4(b), the number of Shares

purchasable (or that may become purchasable) hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying

the number of Shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of which shall

be the Exercise Price immediately prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter.

5. Notice

of Adjustments. Whenever the Exercise Price or the number of Shares purchasable (or that may become purchasable) hereunder shall be

adjusted pursuant to Section 4 hereof, the Company shall promptly deliver to the Holder by email a notice setting forth the

Exercise Price after such adjustment and any resulting adjustment to the number of Shares and setting forth a brief statement of the facts

requiring such adjustment.

6. Fractional

Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional

shares the Company shall make a cash payment therefor based on the fair market value of the Common Stock on the date of exercise as reasonably

determined in good faith by the Company’s Board of Directors.

7. Compliance

with Securities Act.

(a) Compliance

with Securities Act. The Holder, by acceptance hereof, acknowledges that until such time as this Warrant and the Shares have been

registered under the Securities Act or otherwise may be sold pursuant to Rule 144 or an exemption from registration under the Securities

Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Warrant and

all Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall be stamped

or imprinted with a legend in substantially the following form:

“THE OFFER AND SALE OF THESE

SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW.

THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, EXCEPT PURSUANT

TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER

SECTION 4(a)(7) OF THE ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND A HALF

SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN

OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Notwithstanding the foregoing, the Shares (and

any certificates or electronic book entries evidencing the Shares) shall not contain or be subject to (and Holder shall be entitled to

removal of) any legend restricting the transfer thereof and shall not be subject to any stop-transfer instructions: (A) while a registration

statement covering the sale or resale of such Shares is effective under the Act, subject to the Holder’s delivery to the Company

of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to such effective registration under the

Act or Rule 144 under the Act, and that if such securities are sold pursuant to a registration statement, they will be sold in compliance

with the plan of distribution set forth therein (the “Undertaking”) (it being agreed that the certifications included

in Exhibit A shall be a sufficient Undertaking for purposes of this paragraph), provided that no Holder shall be required to give an Undertaking

in respect of Shares as to which a prior Undertaking has been delivered by such Holder and has not been withdrawn by such Holder, or (B)

if the Holder provides customary paperwork to the effect that it has sold (or is contemporaneously selling) such Shares pursuant to Rule

144 under the Act, or (C) if such Shares are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) under

the Act as set forth in customary non-affiliate paperwork provided by the Holder, or (D) if at any time on or after the date hereof the

Holder certifies that it is not an “affiliate” (within the meaning of such term under Rule 144 under the Act) of the Company

and has not been such an affiliate of the Company for a period of three months and that the Holder has satisfied a holding period for

purposes of Rule 144 (including, for the avoidance of doubt, subsection (d)(3)(ii) thereof) of at least six (6) months, or (E) if such

legend is not required under applicable requirements of the Act (including judicial interpretations and pronouncements issued by the staff

of the SEC) as determined in good faith by counsel to the Company or as set forth in a legal opinion delivered by Katten Muchin Rosenman

LLP or other nationally recognized counsel to the Holder (collectively, the “Unrestricted Conditions”). The Company

shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the date the registration statement required to

be filed pursuant to the Registration Rights Agreement (as defined in the Loan Agreement) has become effective under the Act (the “Registration

Effective Date”), or at such other time as any of the Unrestricted Conditions has been satisfied, if required by the Transfer

Agent to effect the issuance of the applicable Shares without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted

Conditions is met at the time of issuance of any Shares then such Shares shall be issued free of all legends and stop-transfer instructions.

The Company agrees that, following the Registration Effective Date or at such time as any of the Unrestricted Conditions is met or such

legend is otherwise no longer required under this Section 7(a), upon request from the Holder, it will, no later than the earlier

of (x) one (1) Trading Day and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery by the

Holder to the Company or the Transfer Agent of the Shares issued with a restrictive legend, deliver or cause to be delivered to the Holder

or its designee the Shares free from all restrictive and other legends (or similar notations) by crediting the account of the Holder's

prime broker with DTC, through its DWAC system. The Company acknowledges and agrees that, if the Holder delivers a certification (in the

form included in Exhibit A or otherwise) that it is not an “affiliate” of the Company (as such term is used under Rule 144

under the Act) and has not been such an affiliate for a period of three months, then from and after the delivery thereof, the Holder shall

be deemed to have certified that it is not such an affiliate of the Company upon each delivery of a notice of exercise, unless the Holder

otherwise advises the Company in writing. For purposes of Rule 144 under the Act and subsection (d)(3)(ii) thereof, it is intended, understood

and acknowledged that the Shares issuable upon any exercise of this Warrant pursuant to a Cashless Exercise shall be deemed to have been

acquired, and the holding period thereof shall be deemed to have commenced, on the Date of Grant. The Holder, by acceptance hereof, acknowledges

and agrees that the removal of any restrictive legends from any securities as set forth in this Section 7(a) is predicated upon

the Company’s reliance that the Holder will sell such securities pursuant to either the registration requirements of the Act or

an exemption therefrom, and that if such securities are sold pursuant to a registration statement, they will be sold while such registration

statement is effective and available for resales of such securities, in compliance with the plan of distribution set forth therein. The

Company and its counsel and transfer agent shall be entitled to rely on the foregoing agreement and/or such certificate of each Holder

in issuing instructions letters and opinions.

(b) Applicability

of Restrictions. Neither any restrictions contained herein nor of any legend described in this Warrant shall apply to any transfer

of, or grant of a security interest in, this Warrant (or the Common Stock obtainable upon exercise thereof) or any part hereof (i) to

a partner of the Holder if the Holder is a partnership or to a member of the Holder if the Holder is a limited liability company, (ii)

to a partnership of which the Holder is a partner or to a limited liability company of which the Holder is a member, (iii) to any affiliate

of the Holder if the Holder is a corporation, (iv) notwithstanding the foregoing, to any corporation, company, limited liability company,

limited partnership, partnership, or other person managed or sponsored by Horizon Technology Finance Corporation (“HRZN”)

or in which HRZN has an interest, (v) or to a lender to the Holder or any of the foregoing; provided, however, in any such

transfer, if applicable, the transferee shall on the Company’s request agree in writing to be bound by the terms of this Warrant

as if an original Holder hereof; and provided, further that such transfer does not violate the registration requirements of the Securities

Act.

8. Rights

as Stockholders; Information. Except as expressly provided in Section 4, no Holder of this Warrant, as such, shall be entitled to

vote or receive dividends or be deemed the holder of Common Stock which may at any time be issuable upon the exercise hereof for any purpose,

nor shall anything contained herein be construed to confer upon the Holder of this Warrant, as such, any of the rights of a stockholder

of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,

or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised

and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. Notwithstanding the foregoing,

the Company will transmit to the Holder of this Warrant such information, documents and reports as are generally distributed to the holders

of any class or series of the securities of the Company concurrently with the distribution thereof to the stockholders.

9. Beneficial

Ownership Limitation. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this

Warrant (or issue any Shares thereupon), and the Holder shall not have the right to exercise any portion of this Warrant or acquire Shares

pursuant to Section 2 or otherwise, to the extent that after giving effect to such exercise as contemplated by the applicable Exercise

Notice, the Holder, together with the Holder’s Affiliates and any other Persons whose beneficial ownership of Common Stock would

be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group”

of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire

securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein), would beneficially

own in excess of 4.9% of the total number of Common Shares then issued and outstanding (the “Beneficial Ownership Limitation”);

provided, however, that the Beneficial Ownership Limitation shall not apply to the extent that the Common Stock is deemed not to constitute

an “equity security” pursuant to Rule 13d-1(i) under the Exchange Act. For purposes hereof, “group” has the meaning

set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC, and the percentage beneficially owned by the Holder

shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act; provided that, for avoidance of doubt,

the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common

Stock issuable upon exercise of this Warrant pursuant to the applicable Exercise Notice with respect to which such determination is being

made, but shall exclude the number of shares of Common Stock which are issuable upon (A) exercise of the remaining, unexercised portion

of this Warrant, and (B) exercise, exchange or conversion of the unexercised, unexchanged or unconverted portion of any other securities

of the Company subject to a limitation on conversion, exchange or exercise analogous to the limitation contained herein beneficially owned

by such Holder or any of its Affiliates. For purposes hereof, the Holder may rely on the number of outstanding shares of Common Stock

as set forth in the Company’s most recent annual report filed with the SEC, or any report filed by the Company with the SEC subsequent

thereto, in each case, unless the Company has confirmed to the Holder the number of Shares of Common Stock outstanding as provided in

the next sentence (in which case the Holder may rely upon such confirmation). Upon the written request of the Holder, the Company shall,

within two (2) Trading Days, confirm in writing to the Holder the number of shares of Common Stock then outstanding. Each delivery of

an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this

paragraph and determined that the issuance of the full number of Shares of Common Stock requested in such Exercise Notice is permitted

under this paragraph. In any case, the number of outstanding shares shall be determined after giving effect to the actual conversion or

exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number

of outstanding shares of Common Stock was reported. By written notice to the Company, a Holder of this Warrant may from time to time decrease

the Beneficial Ownership Limitation to any lower percentage specified in such notice, and any such decrease shall not affect any partial

exercise of this Warrant that is effected prior to the date of such notice.

10. Additional

Rights.

10.1 Acquisition

Transactions. To the extent not previously disclosed in a report filed by the Company with the SEC, the Company shall provide the

Holder with at least seven (7) days’ written notice prior to closing thereof of the terms and conditions of any Fundamental Transaction.

10.2 Cashless

Exercise (Net Issuance).

(a) Cashless

Exercise. In addition to and without limiting the rights of the holder under the terms of this Warrant, if on any Exercise Date occurring

after the Registration Deadline (as defined in the Registration Rights Agreement) for the Registration Statement (as defined in the Registration

Rights Agreement) required to be filed pursuant to Section 2(a)(i) of the Registration Rights Agreement a Registration Statement covering

the resale of all of the Shares shall not be effective and available for the resale of the Shares, then in lieu of paying the Exercise

Price in cash in connection with any exercise of this Warrant (in whole or in part), the Holder shall have the right to exercise this

Warrant on a cashless basis (a “Cashless Exercise”) by making an appropriate notation on the applicable notice of exercise.

Upon any exercise of this Warrant in which the Holder elects a Cashless Exercise, the Company shall deliver to the Holder (without payment

by the Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock

as is determined according to the following formula:

Where: X = the

number of Shares that shall be issued to the Holder or its designee

Y = the number of Shares with respect to which the Warrant is being exercised

A = the fair market value of one share of Common Stock as of the Exercise Date

B = the Exercise Price (as adjusted to the date of such calculation).

No fractional shares shall

be issuable upon a Cashless Exercise, and, if the number of shares to be issued, as determined in accordance with the foregoing formula,

is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional

share on the Exercise Date.

(b) Determination

of Fair Market Value. For purposes of this Warrant, “fair market value” of a share of Common Stock as of a particular

Exercise Date or other date of determination (the “Determination Date”) shall mean:

(i) the

arithmetic average of the Volume Weighted Average Price (as defined below) of the Common Stock on each of the five (5) consecutive Trading

Days ending immediately prior to the Determination Date (or, for the avoidance of doubt, for purposes of the determination of the fair

market value in the case of an exercise of this Warrant, or any other event, occurring on a Trading Date after the end of regular trading

hours on the applicable exchange or trading market, ending on such Determination Date). In the event that a stock split, stock dividend,

stock combination or other event that would result in an adjustment pursuant to Section 4(a) or Section 4(b) is consummated during any

period for which the arithmetic average of the Volume Weighted Average Prices is to be determined, the Volume Weighted Average Price for

all Trading Days during such period prior to the effectiveness of the event shall be appropriately adjusted to reflect such event; or

(ii) if

the fair market value of a share of Common Stock cannot be calculated in accordance with clause (i) (or the definition of Volume Weighted

Average Price) the fair market value of a share of Common Stock shall be the fair market value of a share of Common Stock as mutually

determined in good faith by the Company and the Holder.

For purposes hereof, “Volume

Weighted Average Price” means, with respect to a share of Common Stock as of any date, the volume weighted average sale price

on the principal United States exchange or market on which the Common Stock or such security is then being traded as reported by, or based

upon data reported by, Bloomberg, LP (or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by

the Holder and the Company) (“Bloomberg”), or, if no volume weighted average sale price is reported for such security,

then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security

by Bloomberg, the average of the bid prices of any market makers for such security on the OTCQX Market, the OTCQB Market or Pink Open

Market of OTC Markets Group (or, in each case, any successor to such market).

of Failure. The Company understands that any Event of Failure (as defined below) could result in economic loss to the Holder. If any

Event of Failure occurs, as compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty)

to the Holder an amount, payable in cash (“Failure Payments”), equal to 18% per annum (or the maximum rate permitted

by applicable law, whichever is less) of (i) in the case of a Delivery Failure or a Legend Removal Failure, the fair market value of the

Shares issuable upon exercise of this Warrant, (which shall be deemed to include all Shares as to which such Delivery Failure or Legend

Removal Failure relates, whether issued or issuable hereunder) and (ii) in the case of a Fundamental Transaction Failure, the Black-Scholes

Value, in each case, as of the date of such Event of Failure, which amount shall accrue daily (and be compounded monthly) from the date

of such Event of Failure until the Event of Failure is cured. For purposes of clarification, it is agreed and understood that Failure

Payments shall continue to accrue following any Event of Failure until the applicable Failure Amount is paid in full. The Failure Payments

for each Event of Failure shall be paid on or before the fifth (5th) Trading Day of each calendar month following the calendar month in

which such Failure Payments accrued. Nothing herein shall limit the Holder’s right to pursue actual damages (to the extent in excess

of the Failure Payments) for the Company’s Event of Failure, and the Holder shall have the right to pursue all remedies available

at law or in equity (including a decree of specific performance and/or injunctive relief). 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 thereby refunded to the Company. For purposes

hereof:

“Delivery Failure”

means the Company fails to deliver Shares to the Holder within any applicable Delivery Period (other than due to the Beneficial Ownership

Limitation);

“Event of Failure”

means the occurrence of any of the following: (i) a Delivery Failure occurs and remains uncured for a period of more than ten (10) days;

(ii) a Legend Removal Failure occurs and remains uncured for a period of more than ten (10) days; or (iii) the Company breaches any of

its obligations under Section 4(c) in respect of a Fundamental Transaction (a “Fundamental Transaction Failure”).

“Legend Removal Failure”

means the Company fails to issue the Shares without a restrictive legend, or fails to remove a restrictive legend, when and as required

under Section 7(a) hereof.

11. Representations

and Warranties. The Company represents and warrants to the Holder of this Warrant as follows:

(a) This

Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance

with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law

or principles at equity governing specific performance, injunctive relief and other equitable remedies.

(b) The

Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be

validly issued, fully paid and nonassessable and free from preemptive rights.

true and correct copy of the Company’s Articles of Incorporation, as amended through the Date of Grant has been provided to Holder

(the “Charter”). The rights, preferences, privileges and restrictions granted to or imposed upon the classes and series

of the Company’s capital stock and the holders thereof are as set forth in the Charter.

(d) The

execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms

hereof will not be, inconsistent with the Company’s Charter or by-laws, do not and will not contravene any law, governmental rule

or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute

a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require

the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in respect of or by,

any Federal, state or local government authority or agency or other person, except for the filing of notices pursuant to federal and state

securities laws, which filings will be effected by the time required thereby.

(e) There

are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company

in any court or before any governmental commission, board or authority which, if adversely determined, could have a material adverse effect

on the ability of the Company to perform its obligations under this Warrant.

12. Modification

and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing

signed by the Company and the Holder.

13. Notices.

All notices, requests, claims, demands and other communications required or permitted to be given under this Warrant shall be in writing

and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier

service, by email, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at

the following respective addresses (or at such other address for a party hereto as shall be specified in a notice given in accordance

with this Section 13):

If to the Holder:

ROHO Capital Opportunity Fund LLC

312 Farmington Avenue

Farmington, CT 06032

Attention: Legal Department

Ph: [***]

Email[***]

And

ROHO Capital Opportunity Fund LLC

c/o ROTH Capital Partners, LLC

2340 Collins Ave, Suite 402

Miami Beach, FL 33139

Attn: [***]

Email: [***]

With a copy to (which copy alone shall

not constitute notice):

Katten Muchin Rosenman LLP

525 West Monroe Street

Chicago, IL 60661

Attention: Scott Lyons and Jonathan Weiner

Email: scott.lyons@katten.com and jonathan.weiner@katten.com

If to the Company:

NeoVolta, Inc.

12195 Dearborn Place

Poway, CA 92064

Attention: Jing Nealis, Chief Financial Officer

Email: jing@neovolta.com

With a copy to (which copy alone shall

not constitute notice):

ArentFox Schiff LLP

1717 K Street NW

Washington, DC 20006

Attention: Cavas Pavri

E-mail: cavas.pavri@afslaw.com

14. Binding

Effect on Successors. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition

of all or substantially all of the Company’s assets, and all of the obligations of the Company relating to the Shares issuable upon

the exercise or conversion of this Warrant shall survive the exercise, conversion and termination of this Warrant and all of the covenants

and agreements of the Company shall inure to the benefit of the successors and assigns of the Holder hereof.

15. Lost

Warrants or Stock Certificates. The Company covenants to the Holder hereof that, upon receipt of evidence reasonably satisfactory

to the Company of the loss, theft, destruction or mutilation of this Warrant or any stock certificate and, in the case of any such loss,

theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon

surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate,

of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

16. Descriptive

Headings. The descriptive headings of the various Sections of this Warrant are inserted for convenience only and do not constitute

a part of this Warrant. The language in this Warrant shall be construed as to its fair meaning without regard to which party drafted this

Warrant.

17. Governing

Law. This Warrant, and any claim, controversy or dispute arising hereunder, shall be governed by, and construed and enforced in accordance

with, the laws of the state of New York, without giving effect to any conflict of laws rules or principles that would result in the application

of the laws of any other jurisdiction. The Company, and by accepting this Warrant, the Holder hereby submits to the non-exclusive jurisdiction

of the courts of the state of New York sitting in New York City, New York and of the Federal courts located in county of New York in the

state of New York. Each of the Company and, by its acceptance of this Warrant the Holder, hereby waive their respective rights to a jury

trial of any claim or cause of action based upon or arising out of any of the loan documents or any of the transactions contemplated therein,

including contract claims, tort claims, breach of duty claims, and all other common law or statutory claims.

18. Survival

of Representations, Warranties and Agreements. All representations and warranties of the Company contained herein shall survive the

Date of Grant, the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration of rights hereunder. All

agreements of the Company and the Holder hereof contained herein shall survive indefinitely until, by their respective terms, they are

no longer operative.

19. Remedies.

In case any one or more of the covenants and agreements contained in this Warrant shall have been breached, the Holder (in the case of

a breach by the Company), or the Company (in the case of a breach by the Holder), may proceed to protect and enforce their or its rights

either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any such breach

and/or an action for specific performance of any such covenant or agreement contained in this Warrant.

20. No

Impairment of Rights. The Company will not, by amendment of its Charter or through any other means, avoid or seek to avoid the observance

or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and

in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against

impairment.

21. Severability.

The invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect the validity or enforceability

of such provision in any other jurisdiction, or affect any other provision of this Warrant, which shall remain in full force and effect.

22. Recovery

of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Warrant, or because of an alleged

dispute, breach, default, or misrepresentation in connection with any of the provisions of this Warrant, the successful or prevailing

party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding,

in addition to any other relief to which it or they may be entitled.

23. Entire

Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained

in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written,

with respect to such subject matter.

[Signature Page Follows]

The Company has caused this

Warrant to be duly executed and delivered as of the Date of Grant specified above.

NEOVOLTA, INC.

By:

Name:

Title:

[SIGNATURE PAGE TO COMMON STOCK WARRANT]

EXHIBIT A

NOTICE OF EXERCISE

To: NeoVolta, Inc. (the “Company”)

Reference is hereby made to

the Company Warrant to Purchase Shares of Common Stock, No. [__] (the “Warrant”). Capitalized terms used and not otherwise

defined in this Notice of Exercise have the meanings given to them in the Warrant.

The undersigned hereby exercises the Warrant with respect to the number

of shares of Common Stock set forth below.

Check the applicable box:

□ The undersigned is exercising the Warrant

with respect to [_______] shares of Common Stock pursuant to a Cashless Exercise, and directs that the aggregate Exercise Price with respect

to such shares be satisfied in full through a Cashless Exercise in accordance with the provisions of the Warrant applicable to such Cashless

Exercise.

□ The undersigned is exercising the Warrant

with respect to [__________] shares of Common Stock pursuant to a cash exercise. [IF APPLICABLE: The undersigned hereby encloses, or has

delivered by wire transfer to an account designated by the Company, $____ as payment of the aggregate Exercise Price.]

The undersigned requests that [any stock certificates for such shares

be issued free of any restrictive legend, if appropriate,]/[the shares be credited to the Holder’s account with its prime broker

by DWAC to the account specified below] [and, if requested by the undersigned, a warrant representing any unexercised portion hereof be

issued, pursuant to the Warrant in the name of the undersigned and delivered to the undersigned at the address set forth below.]

Dated: _______________

Please issue shares of Common Stock in the following

name and to the following address:

Issue to (print name):

Email Address:

DTC Details (if applicable):

Address for Stock Certificates (if applicable):

3. [IF

APPLICABLE, THE UNDERSIGNED MAY PROVIDE THE FOLLOWING UNDERTAKING: The undersigned undertakes that it will only sell or otherwise transfer

such shares pursuant to such effective registration under the Act or Rule 144 under the Act, and that if such securities are sold pursuant

to a registration statement, they will be sold in compliance with the plan of distribution set forth therein.]

4. [IF

APPLICABLE, THE UNDERSIGNED MAY PROVIDE THE FOLLOWING CERTIFICATION: The undersigned certifies to the Company that it is not an “affiliate”

(within the meaning of such term under Rule 144 under the Act) of the Company and has not been such an affiliate of the Company for a

period of three months and that the undersigned has satisfied a holding period for purposes of Rule 144 (including, for the avoidance

of doubt, subsection (d)(3)(ii) thereof) of at least six (6) months.]

(Signature)

(Date)

EXHIBIT B

ACCOUNT INFORMATION/WIRE INSTRUCTIONS

EX-10.1 — LOAN, SECURITY AND GUARANTY AGREEMENT, DATED AS OF SEPTEMBER 4, 2026

EX-10.1

Filename: neovolta_ex1001.htm · Sequence: 3

Exhibit 10.1

LOAN, SECURITY AND GUARANTY AGREEMENT

Dated as of September 4 (the “Closing Date”)

by and among ROHO CAPITAL OPPORTUNITY

FUND LLC, a Delaware limited liability company

312 Farmington Avenue

Farmington, CT 06032

as a Lender

MONROE CAPITAL MANAGEMENT ADVISORS,

LLC, a Delaware limited liability company

355 North Wacker Drive, 35th

Floor

Chicago, IL 60606

as Administrative

Agent

HORIZON TECHNOLOGY FINANCE CORPORATION,

a Delaware corporation

312 Farmington Avenue

Farmington, CT 06032

as Collateral

Agent and a Lender

and

NEOVOLTA,

INC., a Nevada corporation

as Borrower

Loan A Commitment Amount: $5,000,000

Loan B Commitment Amount: $5,000,000

Loan A Commitment Termination

Date: Closing Date

Loan B Commitment Termination

Date: Closing Date

Loan C Commitment Amount: $10,000,000

Loan C Commitment Termination Date: Closing Date

The Lenders, Administrative

Agent, Collateral Agent, Borrower and each Guarantor from time to time party hereto hereby agree as follows:

AGREEMENT

Definitions and Construction.

1.1

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings (such meanings

to be equally applicable to both the singular and plural forms of the terms defined):

“1934 Act”

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

“Account Control

Agreement” means an agreement reasonably acceptable to Collateral Agent which perfects via control Collateral Agent’s

security interest in Borrower’s deposit accounts and/or securities accounts on behalf of itself and the Lenders.

“Administrative Agent”

means Monroe Capital Management Advisors, LLC, in its capacity as administrative agent for the Lenders under this Agreement and any successor

thereto in that capacity. The Administrative Agent’s duties and responsibilities under this Agreement and the other Loan Documents

shall be limited to (a) receiving and distributing payments among the Lenders, (b) maintaining the Loan Account and records of the Loans,

(c) receiving borrowing notices and Funding Certificates, (d) disbursing Loan proceeds to the Borrower, (e) generating invoices for the

Amortization Amounts pursuant to Section 2.2(a) and providing such invoices to the Borrower, and (f) such other administrative duties

as are expressly delegated to it under this Agreement. For the avoidance of doubt, the Administrative Agent shall have no duties or responsibilities

with respect to the Collateral, including the creation, perfection, priority, maintenance, valuation, protection or disposition thereof,

all of which duties and responsibilities are vested solely in the Collateral Agent.

“Affiliate”

means, with respect to any Person, any other Person that owns or controls directly or indirectly ten percent (10%) or more of the stock

of another entity of such Person, any other Person that controls or is controlled by or is under common control with such Person and each

of such Person’s officers, directors, managers, joint venturers or partners. For purposes of this definition, the term “control”

of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of

such Person, whether through the ownership of voting Equity Securities, by contract or otherwise and the terms “controlled by”

and “under common control with” shall have correlative meanings.

“Agreement”

means this certain Loan, Security and Guaranty Agreement by and among Borrower, Administrative Agent, Collateral Agent, Lenders and each

other party hereto dated as of the date on the cover page hereto (as it may from time to time be amended, restated, supplemented or otherwise

modified in a writing signed by Borrower, Administrative Agent, Collateral Agent, Lender and each Guarantor).

“Amortization Amounts”

has the meaning given such term in Section 2.2(a) of the Agreement.

“Anti-Terrorism Laws”

means any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA

PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.

“ATM Agreement”

means that certain “at the market” offering agreement, dated March 27, 2026 by and among the Borrower and Needham & Company,

LLC (“Needham”) (or any successor or replacement financial institution acceptable to the Lenders) as the sales agent,

or any other reasonably acceptable “at the market” offering agreement with ROTH Capital Partners or any other financial institution

acceptable to the Lenders (Needham, Roth Capital Partners or any such other such financial institution being referred to as the “ATM

Agent”) that, in each case, provides for the sale of shares of the Specified Capital Stock in an “at the market”

offering (within the meaning of Rule 415 under the Securities Act) pursuant to an ATM Registration Statement (an “ATM Offering”).

“ATM Offering”

has the meaning given to such term in the definition of “ATM Agreement”.

“ATM Prospectus”

means the prospectus and/or prospectus supplement deemed part of the ATM Registration Statement that relates to an ATM Offering. As of

the Closing Date, references to the ATM Prospectus shall mean the prospectus, dated June 28, 2024 (the “Base Prospectus”),

included in the ATM Registration Statement, as supplemented by the prospectus supplement, dated March 27, 2026 (the “Prospectus

Supplement”), including all documents incorporated by reference in the Base Prospectus and/or the Prospectus Supplement.

“ATM Registration

Statement” means a shelf registration statement on Form S-3 that has been declared effective by the SEC (or has otherwise become

effective) and includes a prospectus and/or prospectus supplement that provides for the offer and sale of Specified Capital Stock in an

ATM Offering, as the same may be amended or supplemented from time to time, including the exhibits thereto, the documents incorporated

by reference in such registration statement and all other information deemed to be a part of, or incorporated by reference in, such registration

statement. As of the Closing Date, references to the ATM Registration Statement shall mean the Registration Statement on Form S-3 (File

No. 333-280400) filed by the Borrower with the SEC and declared effective as of June 28, 2024, including the ATM Prospectus, the exhibits

to such registration statement, the documents incorporated by reference in such registration statement and all other information deemed

to be a part of, or incorporated by reference in, such registration statement.

“Borrower”

means each Borrower as set forth on the cover page of this Agreement, as well as any other entity that may, from time to time, be added

as a Borrower to this Agreement. If more than one Person is named herein as the Borrower, all obligations, representations and covenants

herein and in other Loan Documents to which the Borrower is a party, shall be joint and several unless otherwise explicitly stated herein.

“Business Day”

means any day that is not a Saturday, Sunday, or other day on which banking institutions are authorized or required to close in New York

or Nevada.

“Change of Control”

means (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the 1934 Act) (but excluding

(i) the Borrower or any of its Subsidiaries, (ii) any employee benefit plan (or related trust) sponsored or maintained by the Borrower

or any of its Subsidiaries, (iii) any underwriter temporarily holding Equity Securities pursuant to an offering of such Equity Securities,

and (iv) any person or group whose acquisition of beneficial ownership of voting Equity Securities of the Borrower is a result solely

of a stock repurchase program or similar buyback program of the Borrower) becomes the “beneficial owner” (as defined in Rules

13d-3 and 13d-5 under the 1934 Act), directly or indirectly, of Equity Securities representing 50.1% or more of the aggregate ordinary

voting power represented by the issued and outstanding Equity Securities of the Borrower.

“Claim”

has the meaning given such term in Section 10.3 of this Agreement.

“Closing Date”

has the meaning given such term on the first page of this Agreement.

“Code”

means the Uniform Commercial Code as adopted and in effect in the State of New York, as amended from time to time; provided that

if by reason of mandatory provisions of law, the creation and/or perfection or the effect of perfection or non-perfection of the security

interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York,

the term “Code” shall also mean the Uniform Commercial Code as in effect from time to time in such jurisdiction for purposes

of the provisions hereof relating to such creation, perfection or effect of perfection or non-perfection.

“Collateral”

has the meaning given such term in Section 4.1 of this Agreement.

“Collateral Agent”

means Horizon, or any successor collateral agent appointed by Lender in accordance with the terms hereof.

“Consolidated”

means the consolidation of accounts in accordance with GAAP.

“Debtor Relief Laws”

means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the

benefit of creditors, moratorium, rearrangement, receivership, insolvency, sequestration, reorganization, judicial management or similar

debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default”

means any event which with the passing of time or the giving of notice or both would become an Event of Default hereunder.

“Default Rate”

means the per annum rate of interest equal to eighteen percent (18%), but such rate shall in no event be more than the highest rate permitted

by applicable law to be charged on commercial loans in a default situation.

“Disclosure Schedule”

means Exhibit A attached hereto.

“Environmental Laws”

means all foreign, federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with

all administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authorities,

in each case relating to environmental, health, safety and land use matters, including the Comprehensive Environmental Response, Compensation

and Liability Act of 1980, the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal

Resource Conservation and Recovery Act, the Toxic Substances Control Act and the Emergency Planning and Community Right-to-Know Act.

“Equity Securities”

of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests, membership interests or other

equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options

and other rights to acquire any of the foregoing.

“ERISA”

has the meaning given to such term in Section 7.12 of this Agreement.

“Event of Default”

has the meaning given to such term in Section 8 of this Agreement.

“Excluded Accounts”

means any deposit accounts, securities accounts or other similar accounts of an Obligor (a) into which there are deposited no funds other

than those intended solely to cover wages and employee benefit payments for employees (and related contributions to be made on behalf

of such employees to health and benefit plans), (b) constituting employee withholding accounts and containing only funds deducted from

pay otherwise due to employees for services rendered to be applied toward the tax obligations of such employees, (c) constituting escrow

accounts, deposit accounts and trust accounts maintained solely for the benefit of third parties as cash collateral for obligations owing

to such third parties, (d) (i) which individually has not more than $200,000 on deposit at any time, and (ii) collectively with all other

accounts under this clause (d), have an aggregate average monthly balance, for all such accounts, of less than $500,000, and (e) containing

deposits consisting of cash collateral for the Borrower’s Existing Letters of Credit; provided, that, no account or accounts may

be excluded under this clause (e) if the aggregate amount on deposit in such accounts exceeds 105% of the face amount of the Existing

Letters of Credit.

“Excluded Property”

means, collectively, all of each Obligor’s right, title and interest in any Property consisting of (a) any interests in real property,

other than fee ownership, (b) property and assets the pledge of which or the attachment or creation of a security interest in such Property

is prohibited or restricted by applicable law (after giving effect to the applicable anti-assignment provisions of the Code or other applicable

law), (c) any lease, license or agreement to the extent that a grant of a security interest therein would violate or invalidate such lease,

license or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (after

giving effect to the applicable anti-assignment provisions of the Code or other applicable law), the assignment of which is not expressly

deemed ineffective under the Code or other applicable law notwithstanding such prohibition (only so long as such consent has not been

obtained and such prohibition exists and provided that such prohibition is not adopted in contemplation of circumventing the obligation

to provide Collateral hereunder), (d) motor vehicles and other assets subject to certificates of title (except to the extent a security

interest therein can be perfected by the filing of UCC financing statements), (e) letter of credit rights (other than those constituting

supporting obligations of other Collateral) of Obligor below a threshold of $500,000 in the aggregate, (f) commercial tort claims with

a claim value of less than, in the aggregate, $500,000, (g) equipment or other assets owned by Borrower on the date hereof or hereafter

acquired that is subject to a Lien securing purchase money Indebtedness or finance lease obligations permitted to be incurred pursuant

to the provisions of this Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for

such purchase money Indebtedness or capital lease obligations) validly prohibits the creation of any other Lien on such equipment or such

other asset, (h) Excluded Accounts, (i) nonassignable licenses or contracts, which by their terms require the consent of the licensor

thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without

limitation, Sections 9406, 9407 and 9408 of the Code), (j) any Equity Securities in a Person that is not a wholly-owned Subsidiary to

the extent that the grant of a security interest thereon would breach any agreement or governing document with respect thereto (only for

so long as such prohibition exists and provided that such prohibition was not adopted in contemplation of circumventing the obligation

to provide Collateral hereunder), (k) more than sixty-five percent (65%) of the presently existing and hereafter arising issued, outstanding

shares of capital stock owned by an Obligor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or

any other matter, or (l) any “intent-to-use” applications for trademarks, for which a statement of use has not been filed

with and duly accepted by the United States Patent and Trademark Office (to the extent that, and solely during the period in which, the

grant of a security interest would impair the validity or enforceability of such intent-to-use United States trademark application under

federal Law).

“Excluded Taxes”

means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a

Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,

(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender,

its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other

Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such

Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which (i) such Lender

acquires such interest in the Loan or commitment or (ii) such Lender changes its lending office, except in each case to the extent that,

pursuant to Section 2.4(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately

before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to

such Recipient’s failure to comply with Section 2.4(c)(v) or Section 2.4(c)(vii); and (d) any U.S. federal withholding

Taxes imposed under FATCA.

“Existing Letters

of Credit” means (i) Irrevocable Standby Letter of Credit Number NUSCGS062337 issued by JPMorgan Chase Bank, NA for the benefit

of Walnut Fork Logistics Center LLC in the face amount of $868,000, (ii) Standby Letter of Credit Number NUSCGS061880 issued by JPMorgan

Chase Bank, NA for the benefit of Block USA Inc. in the face amount of $715,712.40, (iii) Documentary Letter of Credit Number NUSCGI 034738

issued by JPMorgan Chase Bank, NA for the benefit of BST Power (Shenzen) Limited in the face amount of $1,615.87.

“FATCA”

means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that

is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations

thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation,

rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing

such Sections of the Internal Revenue Code..

“FEOC Laws”

means (a) the Infrastructure Investment and Jobs Act, Pub. L. 117-58 (2021), (b) Sections 30D, 45X, 48D, 48E and 7701(a)(51) and (52)

of the Internal Revenue Code (and any successor provisions), (c) the One Big Beautiful Bill Act, H.R. 1, Pub. L. 119-21 (2025) (the “OBBBA”),

(d) the regulations at 10 CFR Part 490, 10 CFR Part 962, 26 CFR 1.30D-6, 26 CFR 1.45X-0, 26 CFR 1.48D-0, 26 CFR 1.48E-0, including the

Treasury regulations and IRS guidance issued under the OBBBA with respect to Sections 45X and 48E of the Internal Revenue Code, and any

successor or related regulations, (e) the CHIPS Act of 2022, Pub. L. 117-167, Division A (2022), (f) the Inflation Reduction Act of 2022,

Pub. L. 117-169 (2022), (g) 42 U.S.C. § 18741, and (h) any other federal, state or local laws or regulations relating to Foreign

Entities of Concern or Prohibited Foreign Entities, as each of the foregoing may be amended, supplemented or replaced from time to time.

“Foreign Entity of

Concern” or “FEOC” means a “foreign entity of concern” as defined in 42 U.S.C. § 18741(a)(5)

(or any successor provision), 15 C.F.R. § 231.112 (or any successor regulation), or any other applicable FEOC Laws, including any

Person that is (a) designated as a foreign terrorist organization pursuant to 8 U.S.C. § 1189, (b) included on the entity list at

15 C.F.R. Part 744, Supplement No. 4, (c) included on the Bureau of Industry and Security Unverified List at 15 C.F.R. Part 744, Supplement

No. 6, (d) owned by, controlled by, or subject to the jurisdiction or direction of a government of a country that is a “covered

nation” (as defined in 42 U.S.C. § 18741(a)(5)(C)), or (e) a Person in which 25% or more of the outstanding voting interests

are directly or indirectly owned, held, or controlled by any Person or combination of Persons described in clause (d) above or by a citizen

or resident of any such covered nation.

“Foreign Subsidiary”

means any direct or indirect subsidiary of an Obligor that is not incorporated or organized under the laws of a state within the United

States of America or the District of Columbia.

“Foreign-Controlled

Entity” means a foreign-controlled entity as defined under Section 7701(a)(51)(C) of the Internal Revenue Code and any guidance

issued thereunder.

“Foreign-Influenced

Entity” means a foreign-influenced entity as defined under Section 7701(a)(51)(D) of the Internal Revenue Code and any guidance

issued thereunder.

“Funding Certificate”

means a certificate executed by a duly authorized Responsible Officer of Borrower substantially in the form of Exhibit B or such

other form as Administrative Agent may agree to accept.

“Funding Date”

means any date on which a Loan is made to or on account of Borrower under this Agreement.

“GAAP”

means generally accepted accounting principles as in effect in the United States of America from time to time, consistently applied.

“Good Faith Deposit”

has the meaning given such term in Section 2.6(a) of this Agreement.

“Governmental Authority”

means (a) any federal, state, county, municipal or foreign government, or political subdivision thereof, (b) any governmental

or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, (c) any court or

administrative tribunal, or (d) with respect to any Person, any arbitration tribunal or other non-governmental authority to whose

jurisdiction that Person has consented.

“Guarantor”

means each Subsidiary of the Borrower that shall have executed this Agreement or any amendment or joinder thereto.

“Hazardous Materials”

means all those substances which are regulated by, or which may form the basis of liability under, any Environmental Law, including all

substances identified under any Environmental Law as a pollutant, contaminant, hazardous waste, hazardous constituent, special waste,

hazardous substance, hazardous material, or toxic substance, or petroleum or petroleum derived substance or waste.

“Horizon”

means Horizon Technology Finance Corporation, a Delaware corporation.

“Indebtedness”

means, with respect to any Person, the aggregate amount of, without duplication, (a) all obligations of such Person for borrowed money,

(b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person

to pay the deferred purchase price of property or services (excluding (i) trade payables aged less than one hundred eighty (180) days),

and (ii) accruals for payroll and other liabilities incurred in the ordinary course of business) (d) all capital lease obligations of

such Person, (e) all obligations or liabilities of others secured by a Lien on any asset of such Person, whether or not such obligation

or liability is assumed, (f) all obligations or liabilities of others in respect of the foregoing guaranteed by such Person, and (g) any

other obligations or liabilities which are required by GAAP to be shown as debt on the balance sheet of such Person.

“Indemnified Person”

has the meaning given such term in Section 10.3 of this Agreement.

“Indemnified Liabilities”

means all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of

any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or Collateral Agent, as applicable,

in any way relating to or arising out of this Agreement, any other Loan Document or the transactions contemplated hereby or thereby or

any action taken or omitted by Administrative Agent or Collateral Agent under or in connection with any of the foregoing; provided that

Indemnified Liabilities shall not include any portion thereof resulting from (x) the applicable Person’s own gross negligence or

willful misconduct as determined by a final, non-appealable judgment by a court of competent jurisdiction, (y) a material breach of any

obligations under any Loan Document by such Indemnified Person as determined by a final, non-appealable judgment of a court of competent

jurisdiction, or (z) any dispute solely among Indemnified Persons other than any claims against an Indemnified Person in its capacity

or in fulfilling its role as the Administrative Agent, the Collateral Agent, or a similar role hereunder.

“Indemnified Taxes”

means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Obligor

under any Loan Document; and (b) to the extent not otherwise described in clause (a) of this definition, Other Taxes.

“Intellectual Property”

means, with respect to any Person, all of such Person’s right, title and interest in and to patents, patent rights (and applications

and registrations therefor and divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same), trademarks

and service marks (and applications and registrations therefor and the goodwill associated therewith), whether registered or not, inventions,

copyrights (including applications and registrations therefor and like protections in each work or authorship and derivative work thereof),

whether published or unpublished, mask works (and applications and registrations therefor), trade names, trade styles, software and computer

programs, source code, object code, trade secrets, licenses, methods, processes, know how, drawings, specifications, descriptions, and

all memoranda, notes, and records with respect to any research and development, all whether now owned or subsequently acquired or developed

by such Person and whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic

media (but not including embedded computer programs and supporting information included within the definition of “goods” under

the Code).

“Internal Revenue

Code” has the meaning given such term in Section 5.20 of this Agreement.

“Investment”

means the purchase or acquisition of any capital stock, equity interest, or any obligations or other securities of, or any interest in,

any Person, or the extension of any advance, loan, extension of credit or capital contribution to, or any other investment in, or deposit

with, any Person.

“Landlord Agreement”

means a landlord’s waiver or other collateral access agreement, in each case in form and substance reasonably satisfactory to the

Collateral Agent.

“Lender”

or “Lenders” means, individually and/or collectively, as the context requires, each Lender as set forth on the cover

page of this Agreement, as well as any other entity that may, from time to time, be added as a Lender to this Agreement in accordance

with the terms hereof.

“Lenders’ Expenses”

means all reasonable costs or expenses (including reasonable and documented attorneys’ fees and expenses) incurred by the Lenders,

Administrative Agent or Collateral Agent, in connection with the preparation, negotiation, documentation, drafting, amendment, modification,

administration, perfection and funding of the Loan Documents; and all of Lender’s, Administrative Agent’s and Collateral Agent’s

reasonable and documented attorneys’ fees, costs and expenses (but limited to one counsel to the Lenders, Administrative Agent and

Collateral Agent taken as a whole and, if reasonably necessary, a single local counsel for the Lenders, Administrative Agent and Collateral

Agent taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders (which may be a single local counsel

acting in multiple material jurisdictions)) incurred in enforcing or defending the Loan Documents (including fees and expenses of appeal

or review), including the exercise of any rights or remedies afforded hereunder (including the exercise of any Warrants) or under applicable

law, whether or not suit is brought, whether before or after bankruptcy or insolvency, including all fees and costs incurred by Lender,

Administrative Agent or Collateral Agent in connection with the enforcement of its rights in a bankruptcy or insolvency proceeding filed

by or against Obligor, any Subsidiary or their respective Property.

“Lien”

means any voluntary or involuntary security interest, pledge, bailment, lease, mortgage, hypothecation, conditional sales and title retention

agreement, encumbrance or other lien with respect to any Property in favor of any Person.

“Loan”

means, collectively, Loan A, Loan B and Loan C, and each other advance of credit by Lenders to Borrower under this Agreement.

“Loan A”

means the advance of credit by Horizon to Borrower under this Agreement in the Loan A Commitment Amount.

“Loan A Commitment

Amount” has the meaning set forth on the cover page of this Agreement.

“Loan A Commitment

Termination Date” has the meaning set forth on the cover page of this Agreement.

“Loan Account”

means an account maintained under this Agreement by Administrative Agent on its books of account, and with respect to Borrower, in which

Borrower will be charged with all Loans made to, and all other Obligations incurred by, Borrower.

“Loan B”

means the advance of credit by Horizon to Borrower under this Agreement in the Loan B Commitment Amount.

“Loan B Commitment

Amount” has the meaning set forth on the cover page of this Agreement.

“Loan B Commitment

Termination Date” has the meaning set forth on the cover page of this Agreement.

“Loan C”

means the advance of credit by ROHO to Borrower under this Agreement in the Loan C Commitment Amount.

“Loan C Commitment

Amount” has the meaning set forth on the cover page of this Agreement.

“Loan C Commitment

Termination Date” has the meaning set forth on the cover page of this Agreement.

“Loan Commitment

Amount” means the aggregate of the Loan A Commitment Amount plus the Loan B Commitment Amount plus the Loan C

Commitment Amount.

“Loan Commitment

Termination Date” means the Closing Date.

“Loan Documents”

means, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents, instruments, and agreements

related to or executed in connection with this Agreement, any subordination agreement, any note, or notes or guaranties in each case executed

by any Borrower or Guarantor, the Warrants, the Registration Rights Agreement and any other present or future agreement by Borrower or

any Guarantor with or for the benefit of Administrative Agent, Collateral Agent or Lender in connection with this Agreement, each as amended,

restated, or otherwise modified from time to time.

“Loan Rate”

means 10.00% per annum.

“Material Adverse

Effect” means a material adverse effect on (a) the condition (financial or otherwise), business, operations, Properties, assets,

or liabilities of the Obligors taken as a whole, (b) the ability of the Obligors, taken as a whole, to perform their material Obligations

or the transactions contemplated under the Loan Documents or (c) the Collateral or Collateral Agent’s or Lender’s security

interest in the Collateral.

“Material Assistance

Cost Ratio” means “material assistance cost ratio” as defined under Sections 45X(d)(6) and 48E(b)(6) of the Internal

Revenue Code, and any guidance issued thereunder, relating to the permitted percentage of costs attributable to components, subcomponents

or materials produced or supplied by a Prohibited Foreign Entity.

“Material Contract”

means, with respect to any Person, all contracts or agreements as to which the breach, nonperformance, cancellation, or failure to renew

by any party could reasonably be expected to have a Material Adverse Effect.

“Maturity Date”

means, the earlier of (a) the Scheduled Maturity Date, (b) the date of acceleration of the Loan following an Event of Default, or (c)

the due date of a payment of the any Amortization Amount, which, after giving effect to such payment of the applicable Amortization Amount,

shall result in no outstanding principal and accrued and unpaid interest remaining in respect of the Loan or (d) the date of prepayment

in full of the Obligations hereunder, whichever is applicable.

“Minimum Cushion

Requirement” means that the sum of (1) the principal amount of Specified Capital Stock issuable under the ATM Agreement plus

(2) the sum of (x) the aggregate amount of unrestricted cash and cash equivalent proceeds held by the Obligors in deposit accounts subject

to an Account Control Agreement in favor of the Collateral Agent (including any such unrestricted cash and cash equivalent proceeds to

be received substantially concurrently upon the issuance of Specified Capital Stock under the ATM Agreement) minus (y) $5,000,000, is

at all times at least $5,000,000 greater than the aggregate outstanding principal amount of Loans.

“MNPI”

means any “material non-public information” (within the meaning of applicable U.S. securities laws, including Section 10(b)

of, and Rule 10b5-1 promulgated under, the 1934 Act) in respect of, or relating to, the Borrower or any of its Affiliates or securities

or any other company with any publicly listed or traded securities.

“Note”

means each promissory note executed in connection with the Loan in substantially the form of Exhibit C attached hereto.

“Original Issue Discount”

or “OID” means an amount equal to 5.0% of the Loan Commitment Amount, which shall be deemed earned by Lender on the

Closing Date and shall be deducted from the proceeds of each Loan disbursed to Borrower on the Funding Date.

“Obligations”

means all debt, principal, interest, the OID, fees, charges, expenses and attorneys’ fees and costs and other amounts, obligations,

covenants, and duties owing by any Obligor to Administrative Agent, Collateral Agent or Lender of any kind and description (whether pursuant

to or evidenced by the Loan Documents (other than the Warrants), or by any other agreement between Administrative Agent, Collateral Agent

or Lender, on the one hand and any Obligor on the other hand (other than the Warrants), and whether or not for the payment of money),

whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all Lenders’

Expenses.

“Obligor”

means each of the Borrower and any Guarantor.

“OFAC”

means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s

Certificate” means a certificate executed by a Responsible Officer substantially in the form of Exhibit E or such other

form as Lender may agree to accept.

“Other Connection

Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient

and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party

to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction

pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes”

means all present or future stamp, court, documentary, excise, property, intangible, recording, filing or similar Taxes that arise from

any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a

security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed

with respect to an assignment or grant of a participation, designation of a new office for receiving payments by or on account of Borrower

or other transfer.

“Participant Register”

has the meaning given such term in Section 12.1(c) of this Agreement.

“Participant”

has the meaning given such term in Section 12.1(c) of this Agreement.

“Payment Date”

has the meaning given such term in Section 2.2(a) of this Agreement.

“Permitted Indebtedness”

means and includes:

(a)

Indebtedness of Obligors to Lender under the Loan Documents;

(b)

Indebtedness of Obligors secured by Liens permitted under clause (e) of the definition of “Permitted Liens”, up to

an aggregate principal amount of $5,000,000 at any one time;

(c)

Indebtedness arising from the endorsement of instruments in the ordinary course of business;

(d)

Indebtedness of Obligors existing on the date hereof and set forth on the Disclosure Schedule;

(e)

intercompany Indebtedness owed by any Subsidiary to Borrower or any Obligor, as applicable; provided that, if applicable,

such Indebtedness is also permitted as a Permitted Investment and such Indebtedness shall be evidenced by one or more promissory notes

pledged to the Collateral Agent as Collateral to the extent required pursuant to the Loan Documents;

(f)

unsecured workers’ compensation claims, payment obligations in connection with health, disability or other types of social

security benefits, unemployment or other insurance obligations, reclamation and statutory obligations;

(g)

Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements

in each case in connection with deposit accounts;

(h)

guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees, landlord, sublessees and

licensees of the Obligors and their Subsidiaries and to the extent constituting Indebtedness, take-or-pay obligations contained in supply

arrangements entered into in the ordinary course of business;

(i)

unsecured Indebtedness representing any taxes to the extent such taxes are being contested by an Obligor or any of its Subsidiaries

in good faith by appropriate proceedings and adequate reserves are being maintained by the applicable Person in accordance with GAAP;

(j)

guarantees by any Obligor of Indebtedness of any other Obligor to the extent such guaranteed Indebtedness is otherwise permitted

hereunder;

(k)

Indebtedness consisting of a subordinated vendor financing facility up to 120 days (including asset-based line of credit, accounts

receivable factoring or similar working capital facilities) in an outstanding principal amount of all Indebtedness incurred pursuant to

this clause (k) not to exceed $20,000,000 at any time;

(l)

other Indebtedness of Obligors up to an aggregate principal amount of $250,000 at any one time;

(m) Indebtedness consisting

of the Existing Letters of Credit;

(n)

unsecured Indebtedness incurred on corporate credit cards in an aggregate amount not to exceed $250,000 at any one time;

(o)

Indebtedness in respect of trade payables incurred and paid in the ordinary course of business on normal trade credit terms;

(p)

Indebtedness consisting of judgments or orders for the payment of money not constituting an Event of Default; and

(q)

extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness above; provided

that the principal amount thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms upon

Borrower or any Obligor, as determined by Borrower in good faith.

“Permitted Investments”

means and includes any of the following Investments:

(a)

Deposits and deposit accounts with commercial banks organized under the laws of the United States or a state thereof to the extent:

(i) the deposit accounts of each such institution are insured by the Federal Deposit Insurance Corporation up to the legal limit; and

(ii) each such institution has an aggregate capital and surplus of not less than One Hundred Million Dollars ($100,000,000);

(b)

Investments in marketable obligations issued or fully guaranteed by the United States and maturing not more than one (1) year from

the date of issuance;

(c)

Investments in open market commercial paper rated at least “A1” or “P1” or higher by a national credit

rating agency and maturing not more than one (1) year from the creation thereof;

(d)

Investments pursuant to or arising under currency agreements or interest rate agreements entered into in the ordinary course of

business;

(e)

Investments by any Obligor in any other Obligor;

(f)

Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers

and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(g)

Investments consisting of accounts receivable, trade credit, notes receivable of, or prepaid royalties and other credit extensions,

to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (g) shall not apply

to Investments of Borrower in any Subsidiary;

(h)

Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;

(i)

Investments of the Obligors existing on the date hereof and set forth on the Disclosure Schedule and any modification, renewal

or extension thereof, provided that the principal amount of any such Investment is not increased;

(j)

Investments consisting of Permitted Indebtedness, Permitted Liens and Transfers permitted under the Loan Documents;

(k)

to the extent constituting Investments, customary security deposits of cash made in the ordinary course of business to secure performance

of operating leases;

(l)

Investments in the form of a cash deposit or prepayment of expenses to vendors, suppliers, and trade creditors so long as such

vendors, suppliers and trade creditors are not Affiliates of an Obligor and such deposits are made and such expenses are incurred in the

ordinary course of business;

(m) Investments consisting

of lease, utility and other similar deposits made in the ordinary course of business;

(n)

promissory notes received in connection with Transfers permitted under Section 7.4;

(o)

other Investments aggregating not in excess of $500,000 at any time (valued at cost at the time of each Investment less payments

of cash received in repayment of the principal or equity thereof).

“Permitted Liens”

means and includes:

(a)

the Liens created by this Agreement;

(b)

Liens for fees, taxes, levies, imposts, duties or other governmental charges of any kind which are not yet delinquent or which

are being contested in good faith by appropriate proceedings which suspend the collection thereof (provided that Borrower or the

applicable Obligor has adequately bonded such Lien or reserves sufficient to discharge such Lien have been provided on the books of Borrower

or such Obligor);

(c)

Liens in existence as of the Closing Date and identified on the Disclosure Schedule;

(d)

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Liens arising

in the ordinary course of business and which are not delinquent or remain payable without penalty or which are being contested in good

faith and by appropriate proceedings (provided that Borrower or the applicable Obligor has adequately bonded such Lien or reserves

sufficient to discharge such Lien have been provided on the books of Borrower or the applicable Obligor);

(e)

Liens upon any equipment or other personal property acquired by any Obligor after the date hereof to secure (i) the purchase price

of such equipment or other personal property, or (ii) capital lease obligations or indebtedness incurred solely for the purpose of financing

the acquisition of such equipment or other personal property; provided that (A) such Liens are confined solely to the equipment

or other personal property so acquired and the amount secured does not exceed the acquisition price thereof, and (B) no such Lien shall

be created, incurred, assumed or suffered to exist in favor of Borrower’s officers, directors or shareholders holding five percent

(5%) or more of Borrower’s Equity Securities;

(f)

security deposits in connection with real property leases of the Obligors and their Subsidiaries;

(g)

Liens on insurance proceeds securing the payment of financed insurance premiums of the Obligors and their Subsidiaries that are

promptly paid on or before the date they become due (provided that such Liens extend only to such insurance proceeds and not to any other

property or assets of the Obligors and their Subsidiaries);

(h)

Liens arising from judgments, decrees or attachments in circumstances which do not constitute an Event of Default hereunder;

(i)

statutory and common law rights of set-off and other similar rights as to deposits of cash and securities of the Obligors and their

Subsidiaries in favor of banks, other depository institutions and brokerage firms;

(j)

Liens of sellers of goods to such Person arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable

law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related

expenses to the extent such Indebtedness is permitted hereunder;

(k)

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection

with the importation of goods in the ordinary course of business;

(l)

Liens securing obligations not to exceed $500,000 in the aggregate at any time outstanding;

(m) non-exclusive licenses

of Intellectual Property entered into in the ordinary course of business;

(n)

Liens on cash collateral security obligations incurred pursuant to clause (m) of Permitted Indebtedness so long as the amount secured

by such Lien does not exceed 105% of the face amount of the Existing Letters of Credit;

(o)

Liens securing obligations incurred pursuant to clause (k) of Permitted Indebtedness; provided that such Liens attach to

only the assets financed thereby;

(p)

Liens resulting from the filing of precautionary UCC-1 financing statements (or equivalent) with respect to operating leases;

(q)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into

by any Obligor or any of their Subsidiaries in the ordinary course of business.

“Permitted Tax Distributions”

means dividends or distributions made by Borrower or any Subsidiary in amounts required for the direct or indirect holders of its Equity

Securities to pay U.S. federal, state and local income taxes imposed on such holders by virtue of such holder being (i) a direct or indirect

holder of Equity Securities in Borrower or in any Subsidiary that is treated as a partnership or other pass-through entity for U.S. federal

income tax purposes (provided that the amount of any such required distribution shall be computed using the highest combined marginal

U.S. federal, state and local income tax rate applicable to any such holder, and provided further that this clause (i) applies to the

extent such direct or indirect holder of Equity Securities in Borrower or in any Subsidiary is not the common parent or member of the

tax group described in clause (ii)), or (ii) the common parent of a consolidated, combined or unitary tax group of which Borrower and

its relevant Subsidiaries are members, provided that such dividends or distributions under this clause (ii) for each applicable tax period

shall not exceed the tax liability of such group for such tax period attributable to the income of Borrower and its relevant Subsidiaries,

computed as if Borrower and such Subsidiaries filed on a stand-alone basis.

“Person”

means and includes any individual, any partnership, any corporation, any business trust, any joint stock company, any limited liability

company, any unincorporated association or any other entity and any domestic or foreign national, state or local government, any political

subdivision thereof, and any department, agency, authority or bureau of any of the foregoing.

“Principal Market”

means (i) the Nasdaq Capital Market (or any successor thereto) or (ii) to the extent such exchange becomes the principal United States

national securities exchange on which the Specified Capital Stock is then listed for trading following the Closing Date, the New York

Stock Exchange, the Nasdaq Global Market or the Nasdaq Global Select Market (or, in each case, any successor thereto).

“Prohibited Foreign

Entity” means a prohibited foreign entity as defined under Section 7701(a)(51)(A) of the Internal Revenue Code and any guidance

issued thereunder, including any “Specified Foreign Entity” or “SFE” under Section 7701(a)(51)(B) and any Foreign-Influenced

Entity, in each case together with any guidance issued thereunder.

“Property”

means any interest in any kind of property or asset, whether real, personal or mixed, whether tangible or intangible.

“Pro Rata Share”

means, with respect to each Lender at any time, the percentage obtained by dividing (a) such Lender’s share of the Loan Commitment

Amount at such time by (b) the aggregate Loan Commitment Amounts of all Lenders at such time; provided that if the Loan Commitment Amounts

have been terminated, Pro Rata Share shall be determined based upon each Lender’s share of the aggregate outstanding principal amount

of the Loans at such time.

“Recipient”

means (a) Administrative Agent or (b) any Lender, as applicable.

“Register”

has the meaning given such term in Section 12.1(b) of this Agreement.

“Registration Rights

Agreement” means the registration rights agreement in the form of Exhibit F (as may be amended, restated or otherwise modified

in accordance with its terms after the Closing Date).

“Responsible Officer”

is Borrower’s president, treasurer or chief financial officer.

“Restricted Entity”

means any Person who (a) is on the Specially Designated Nationals and Blocked Persons List, (b) is on the Non-SDN Menu-Based Sanctions

List, (c) is on the Sectoral Sanctions Identifications List, (d) is on the List of Foreign Financial Institutions Subject to Correspondent

Account or Payable-Through Account Sanctions, (e) is on the United Kingdom Office of Financial Sanctions Implementation HM Treasury Consolidated

List of Financial Sanctions Targets, (f) is designated under European Union sanctions measures, (g) was formed pursuant to the laws of,

or is domiciled in the Russian Federation, or (h) is a ministry, agency, state-owned entity, or sovereign fund of the Russian Federation.

“Restricted License”

means any license or other agreement with respect to which Borrower is the licensee and such license or agreement is material to Borrower’s

business and (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such

license or agreement or any other property or (b) for which a default under or termination of could interfere with Collateral Agent’s

or Lenders’ right to sell a material portion of the Collateral.

“Rights to Payment”

has the meaning given such term in Section 4.1 of this Agreement.

“ROHO”

means ROHO Capital Opportunity Fund LLC.

“Sanctions”

means any sanction administered or enforced by the United States Government (including, without limitation, OFAC and the United States

Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions

authority.

“Scheduled Maturity

Date” means March 3, 2028.

“Scheduled Payments”

has the meaning given such term in Section 2.2(a) of this Agreement.

“SEC” means

the United States Securities and Exchange Commission.

“SEC Report”

means each report and filing required to be made by the SEC or any other Governmental Authority, including, without limitation, quarterly

reports, annual reports and current reports, and shall include all information, financial statements and reports and other information

required to be included in such SEC Report by applicable laws and regulations.

“Securities”

means the Notes, the guarantees of the Obligations by the Guarantors, the Warrants and the Warrant Shares, all of which the parties hereto

acknowledge and agree constitute securities for purposes of applicable securities laws.

“Securities Act”

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

“Solvent”

has the meaning given such term in Section 5.12 of this Agreement.

“Specified Capital

Stock” means the common stock of Borrower, $0.001 par value, or such other class or series of the Borrower’s capital stock

into which the common stock of Borrower is reclassified, exchanged or otherwise changed following the Closing Date.

“Specified Capital

Stock Monthly Trading Value” means the total “Value Traded” for the prior 30 calendar days of the Specified Capital

Stock, calculated as of 28th day of each calendar month as per the applicable Bloomberg AQR screen (or any successor thereto).

“Subsidiary”

means with respect to any Person, (a) any corporation or other entity of which a majority of the outstanding Equity Securities entitled

to vote for the election of directors or other governing body (otherwise than as the result of a default) is owned by such Person directly

or indirectly through Subsidiaries and (b) any other Person that is controlled or managed by such Person; provided that, unless otherwise

specified herein, references to “Subsidiaries” or “Subsidiary” shall refer to a Subsidiary or Subsidiaries of

Borrower.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

“Third Party Equipment”

has the meaning given such term in Section 4.9 of this Agreement.

“Trading Day”

means a day on which there is trading on the Principal Market.

“Transfer”

has the meaning given such term in Section 7.4 of this Agreement.

“Variable Rate Transaction”

means a transaction in which the Borrower (a) issues or sells any debt or Equity Securities that are convertible into, exchangeable or

exercisable for, or include the right to receive, additional shares of Equity Securities either (i) at a conversion price, exercise price

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

at any time after the initial issuance of such debt or Equity Securities or (ii) with a conversion, exercise or exchange price that is

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

or contingent events directly or indirectly related to the business of the Borrower or the market for the Equity Securities (other than

customary anti-dilution adjustment for stock splits, stock dividends, stock combinations or similar events) or (b) enters into any agreement

whereby the Borrower may issue securities at a future determined price (other than an ATM Offering pursuant to an ATM Agreement).

“Withholding Agent”

means any Borrower and Administrative Agent.

“Warrants”

means the Initial Warrants and the Additional Warrants, collectively.

“Warrant Shares”

means the Initial Warrant Shares and the Additional Warrant Shares, collectively.

1.2

Construction. References in this Agreement to “Articles,” “Sections,” “Exhibits,” “Schedules”

and “Annexes” are to recitals, articles, sections, exhibits, schedules and annexes herein and hereto unless otherwise indicated.

References in this Agreement and each of the other Loan Documents to any document, instrument or agreement shall include (a) all

exhibits, schedules, annexes and other attachments thereto, (b) all documents, instruments or agreements issued or executed in replacement

thereof, and (c) such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented

from time to time and in effect at any given time (subject, in the case of clauses (b) and (c), to any restrictions on such

replacement, amendment, modification or supplement set forth in the Loan Documents). The words “hereof,” “herein”

and “hereunder” and words of similar import when used in this Agreement or any other Loan Document shall refer to this Agreement

or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document,

as the case may be. The words “include” and “including” and words of similar import when used in this Agreement

or any other Loan Document shall not be construed to be limiting or exclusive. Unless the context requires otherwise, any reference in

this Agreement or any other Loan Document to any Person shall be construed to include such Person’s successors and assigns. Unless

otherwise indicated in this Agreement or any other Loan Document, all accounting terms used in this Agreement or any other Loan Document

shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with GAAP,

and all terms describing Collateral shall be construed in accordance with the Code. The terms and information set forth on the cover page

of this Agreement are incorporated into this Agreement.

Loan; Repayment.

2.1

Commitments.

(a)

The Commitment Amounts. Subject to the terms and conditions of this Agreement, and relying upon the representations and

warranties herein set forth as and when made or deemed to be made, Horizon shall lend to Borrower, on or prior to the Loan A Commitment

Termination Date, Loan A, Horizon shall lend to Borrower, on or prior to the Loan B Commitment Termination Date, Loan B and ROHO shall

lend to Borrower, on or prior to the Loan C Commitment Termination Date, Loan C. Each Loan shall be issued net of the applicable Original

Issue Discount on a pro rata basis.

(b)

The Loans and the Notes. The obligation of Borrower to repay the unpaid principal amount of and interest on each Loan shall

be evidenced by a Note issued to the relevant Lender.

(c)

Use of Proceeds. The proceeds of the Loans shall be used solely for working capital or general corporate purposes of Borrower

and its Subsidiaries.

(d)

Termination of Commitment to Lend. Notwithstanding anything in the Loan Documents, each respective Lender’s obligation

to lend shall terminate on the earlier of (i) at Lender’s sole election, the occurrence of any Default or Event of Default

hereunder, and (ii) with respect to each Loan, the Loan Commitment Termination Date.

(e)

Commitment Increase. Notwithstanding the foregoing, the Loan Commitment Amount may be increased upon the mutual agreement

of Borrower and each Lender providing such increase (each such lender, a “Participating Lender”), in an amount of up

to $10,000,000 in the aggregate; provided that (i) the Obligors are in compliance with the Minimum Cushion Requirement on a pro

forma basis giving effect to any such increase, (ii) the Borrower shall have issued and delivered to each Participating Lender warrants

(the “Additional Warrants”) to purchase up to an aggregate of 727,273 shares (the “Additional Warrant Shares”)

of Specified Capital Stock at an exercise price of $3.30 (subject to adjustment to the same extent as if the Additional Warrants were

issued on the date hereof), each in substantially the form attached hereto as Exhibit G and (iii) for the avoidance of doubt, no

Lender’s Loan Commitment Amount shall be increased without the express written consent of such Lender. The Additional Warrants shall

be allocated among the Participating Lenders based upon their respective Pro Rata Shares, unless otherwise agreed among the Participating

Lenders.

2.2

Payments.

(a)

Scheduled Payments. Each Loan shall amortize in payments of principal on the outstanding principal amount of the Loan in

an amount equal to (1) in respect of Loan A, the greater $312,500 and 1.875% of the Specified Capital Stock Monthly Trading Value, (2)

in respect of Loan B, the greater of $312,500 and 1.875% of the Specified Capital Stock Monthly Trading Value and (3) in respect of Loan

C, the greater of $625,000 and 3.75% of the Specified Capital Stock Monthly Trading Value (such amounts, the “Amortization Amounts”);

provided that the Amortization Amounts on each Payment Date shall in no event exceed (x) in respect of Loan A, $500,000, (y) in

respect of Loan B, $500,000 and (z) in respect of Loan C, $1,000,000. The Administrative Agent shall generate an invoice setting forth

the Amortization Amount due for each Payment Date and shall provide such invoice to the Borrower no later than five (5) Business Days

prior to the applicable Payment Date. Borrower shall pay the applicable Amortization Amounts on the fourth (4th) day of each calendar

month (or if such date is not a Business Day, the next succeeding Business Day) (each such date, a “Payment Date”),

commencing with December 4, 2026 and continuing through the Maturity Date (collectively, the “Scheduled Payments”).

In any case, all Obligations shall be due and payable on the Maturity Date.

(b)

Interim Payment. Unless the Funding Date for the Loan is the first day of a calendar month, Borrower shall pay the per diem

interest (accruing at the Loan Rate from the Funding Date through the last day of that month) payable with respect to such Loan on the

first Business Day of the next calendar month.

(c)

Interest. Interest on each Loan shall accrue at a per annum rate of interest equal to the Loan Rate. Interest on a Loan

shall be charged commencing on the day that such Loan is made to or on behalf of Borrower, and shall continue to accrue to but excluding

the date on which the Loan is repaid in full or satisfied in accordance with the Loan Documents. Interest (including interest at the Default

Rate, if applicable) shall be computed on the basis of a 360-day year for the actual number of days elapsed. Interest on each Loan shall

be due and payable on October 4, 2026, November 4, 2026 and thereafter on each Payment Date and on the Maturity Date. Notwithstanding

any other provision hereof, the amount of interest payable hereunder shall not in any event exceed the maximum amount permitted by the

law applicable to interest charged on commercial loans.

(d)

Application of Payments. Subject to any written agreement among Administrative Agent and the Lenders: All payments of principal

and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be

allocated by Administrative Agent among the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as

provided in this Agreement. After the occurrence and during the continuance of an Event of Default, Administrative Agent shall apply all

payments in respect of any Obligations received by Administrative Agent (including any proceeds of the Collateral remitted to Administrative

Agent by the Collateral Agent), subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in

respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent, Collateral Agent

and any Lender until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees and indemnities then due and payable

to the Lenders until paid in full; (iii) third, ratably, to pay interest then due and payable in respect of the Loans until paid in full;

(iv) fourth, ratably to pay principal of the Loans until paid in full; (v) fifth, to the ratable payment of all other Obligations then

due and payable until paid in full; and (vi) sixth, to the Borrower or as any applicable Governmental Authority may direct.

(e)

[Reserved].

(f)

Default Rate. Unless waived in writing by the Lenders, Borrower shall pay interest at a per annum rate equal to the Default

Rate (in lieu of the Loan Rate) on any amounts required to be paid by Borrower to Collateral Agent or Lender under this Agreement or the

other Loan Documents (including Scheduled Payments), payable with respect to the Loans, accrued and unpaid interest, and any fees or other

amounts which remain unpaid after such amounts are due after giving effect to any applicable grace periods. If an Event of Default has

occurred and the Obligations have been accelerated (whether automatically or by Administrative Agent’s election), Borrower shall

pay interest on the aggregate, outstanding accelerated balance hereunder from the date of the Event of Default until all Events of Default

are cured, at a per annum rate equal to the Default Rate (in lieu of the Loan Rate).

2.3

Optional Prepayment. Upon five (5) Business Days’ prior written notice to Administrative Agent, Borrower may, at its

option, at any time, without premium or penalty, prepay all or any portion of the outstanding Loan by simultaneously paying to Administrative

Agent an amount equal to (i) any accrued and unpaid interest on the outstanding principal balance of the Loans being prepaid; plus

(ii) the outstanding principal balance of the Loans being prepaid; plus (iii) all other sums, if any, that shall have become due

and payable hereunder in respect of the Loans being prepaid.

2.4

Other Payment Terms.

(a)

Place and Manner. Borrower shall make all payments of principal or interest on the Loans, and of all fees, to Administrative

Agent in immediately available funds to Administrative Agent’s account not later than 1:00 p.m. (New York time) on the date due,

and funds received after that time will be deemed to have been received by Administrative Agent on the following Business Day. Borrower

shall make all payments to Administrative Agent and the Lenders in Dollars without set-off, counterclaim, recoupment, deduction, or other

defense. Administrative Agent shall promptly remit to each Lender its share of all such payments received in collected funds by Administrative

Agent for the account of that Lender.

(b)

Date. Whenever any payment is due hereunder on a day other than a Business Day, such payment shall be made on the next succeeding

Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be.

(c)

Taxes.

(i)

For purposes of this Section 2.4(c), the term “applicable law” includes FATCA. Any and all payments by or on

account of any obligation of any Obligor under any Loan Document shall be made without deduction or withholding for any Taxes, except

as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires

the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled

to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority

in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Obligor shall be increased

as necessary so that after such deduction or withholding has been made the applicable Recipient receives an amount equal to the sum it

would have received had no such deduction or withholding been made.

(ii)

Borrower shall indemnify each Recipient, within ten (10) days after written demand therefor, for the full amount of any Indemnified

Taxes payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses

arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the

relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a

copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest

error.

(iii)

Each Lender shall severally indemnify Administrative Agent, within 10 days after demand therefor, for any Indemnified Taxes attributable

to such Lender (but only to the extent that no Obligor has already indemnified Administrative Agent for such Indemnified Taxes and without

limiting the obligation of the Obligors to do so), other than (i) any Taxes attributable to such Lender’s failure to comply with

the provisions of Section 12.1(c) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable

to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable

expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall

be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any

time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to such Lender from any other source against

any amount due to Administrative Agent under this Section.

(iv)

As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 2.4(c),

Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing

such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative

Agent.

(v)

If a Recipient is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which Borrower

is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement, Recipient shall deliver

to Borrower, as reasonably requested by Borrower, such properly completed and executed documentation prescribed by applicable law as will

permit such payments to be made without withholding or at a reduced rate. Without limiting the generality of the foregoing, (1) any Lender

that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a “U.S.

Person”) shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender becomes a Lender under

this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed originals

of IRS Form W-9 certifying that such Lender is not subject to U.S. federal backup withholding tax; (2) any Lender that is not a U.S. Person

(a “Foreign Lender”) shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent

(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of

the following is applicable: (w) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States

is a party, (I) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E

establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax

treaty and (II) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing

an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”

article of such tax treaty; (x) executed copies of IRS Form W-8ECI; (y) in the case of a Foreign Lender claiming the benefits of the exemption

for portfolio interest under Section 881(c) of the Internal Revenue Code, (I) a certificate substantially in the form of Exhibit H-1

to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue

Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a

“controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance

Certificate”) and (II) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or (z) to the extent a Foreign Lender is not

the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S.

Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification

documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct

or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax

Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; and (3) any

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies

as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and

from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed

by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with

such supplementary documentation as may be prescribed by applicable law to permit Borrower or Administrative Agent to determine the withholding

or deduction required to be made. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete

or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing

of its legal inability to do so.

(vi)

If Recipient receives a refund in respect of Taxes paid by any Obligor pursuant to this Section 2.4(c), which in the sole

discretion of Recipient exercised in good faith is allocable to such payment, it shall promptly pay such refund, together with any other

amounts paid by such Obligor in connection with such refunded taxes, to such Obligor, net of all out-of-pocket expenses (including any

Taxes to which such Recipient has become subject as a result of its receipt of such refund) of such Recipient incurred in obtaining such

refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided

that such Obligor, upon the request of the applicable Recipient, shall repay to such Recipient amounts paid over pursuant to the preceding

clause (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Recipient

is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (vi), in no

event will any Recipient be required to pay any amount to any Obligor pursuant to this paragraph (vi) the payment of which would place

such Recipient in a less favorable net after-tax position than such Recipient would have been in if the indemnification payments or additional

amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any Recipient to make available

its tax returns (or any other information relating to its taxes that it deems confidential) to any Obligor or any other Person.

(vii)

If a payment made to Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender

were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed

by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable

law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested

by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA

and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and

withhold from such payment. Solely for purposes of this paragraph (vii), Section, “FATCA” is deemed to include any amendments

made to FATCA after the date of this Agreement.

(viii)

Without duplication of other amounts payable by the Obligors under 2.4(c), the Obligors shall timely pay to the relevant

Governmental Authority in accordance with applicable law, or at the option of Administrative Agent timely reimburse it for the payment

of, any Other Taxes.

(ix)

Each party’s obligations under this Section shall survive the resignation or replacement of Administrative Agent or any assignment

of rights by, or the replacement of, a Lender, the termination of the commitments and the repayment, satisfaction or discharge of all

obligations under any Loan Document.

2.5

Procedure for Making the Loans.

(a)

Notice. The Borrower shall give written notice substantially in the form of Exhibit B to Administrative Agent and

each Lender with an applicable commitment of the proposed borrowing not later than 10:00 a.m. (New York time) five (5) Business Days prior

to the proposed date of the Loans. Each such notice will be effective upon receipt by Administrative Agent, will be irrevocable and must

specify the Funding Date and amount of the Loans. On the Funding Date, each Lender with an applicable commitment shall provide the Administrative

Agent with immediately available funds, to Administrative Agent’s account, covering that Lender’s principal amount of the

Loan so long as the Lender has not received written notice that the conditions precedent set forth in Section 3 with respect to

that Loan have not been satisfied.

(b)

[Reserved].

(c)

Disbursement. After Administrative Agent’s receipt of the proceeds of the applicable Loan from Lenders with applicable

commitments, Administrative Agent shall make the proceeds of the Loan available to the Borrower on the applicable Funding Date by transferring

to Borrower immediately available funds equal to the proceeds received by Administrative Agent, less the Original Issue Discount. Each

Funding Date must be a Business Day.

2.6

Good Faith Deposit; Legal and Closing Expenses.

(a)

Good Faith Deposit. Borrower has delivered to Administrative Agent a good faith deposit in the amount of One Hundred Thousand

Dollars ($100,000) (the “Good Faith Deposit”), which shall be applied toward Lender’s fees and expenses payable

pursuant to Section 2.6(b). If the Funding Date does not occur, the Lenders shall retain the Good Faith Deposit as compensation for its

time, expenses and opportunity cost, except to the extent that the Funding Date does not occur because the Lenders cannot offer financing

arrangements consistent with the terms outlined in that certain Confidential Term Sheet for Secured Notes dated July 22, 2026, executed

by the Borrower and ROHO.

(b)

Legal, Due Diligence and Documentation Expenses. Concurrently with its execution and delivery of this Agreement, Borrower

shall pay to Administrative Agent all of Lenders’, Administrative Agent’s and Collateral Agent’s reasonable legal, due

diligence and documentation expenses in connection with the negotiation and documentation of this Agreement and the Loan Documents, less

the Good Faith Deposit; provided, that the Borrower’s reimbursement obligation under this Section 2.6(b) shall in no event exceed

$125,000 (inclusive of the Good Faith Deposit).

2.7

[Reserved.]

2.8

Recordkeeping. Administrative Agent, on behalf of each Lender, shall record in its records, the date and amount of each

Loan made by each Lender and each repayment thereof. The aggregate unpaid principal amount so recorded will be rebuttably presumptive

evidence of the principal amount of the Loans owing and unpaid. The failure to so record any such amount or any error in so recording

any such amount will not, however, limit or otherwise affect the Obligations of Borrower under this Agreement or under any Note to repay

the principal amount of the Loans under this Agreement, together with all interest accruing thereon.

Conditions of The Loans.

3.1

Conditions Precedent to Closing. On the Closing Date, Administrative Agent shall have received, in form and substance reasonably

satisfactory to Lenders, all of the following (unless each Lender shall have agreed to waive such condition or document):

(a)

Loan Agreement. This Agreement duly executed by Obligors, Administrative Agent, Collateral Agent, and each Lender.

(b)

Warrants. The Borrower shall have issued and delivered to the Lenders warrants (the “Initial Warrants”)

to purchase an aggregate of 1,454,545 shares (the “Initial Warrant Shares”) of Specified Capital Stock at an exercise

price of $3.30 (subject to adjustment as provided therein), each in substantially the form attached hereto as Exhibit G. The Warrants

shall be allocated among the Lenders based upon their respective Pro Rata Shares.

(c)

Officer’s Certificate. A certificate of the secretary or assistant secretary (or such other applicable officer) of

each Obligor, dated as of the date hereof, with copies of the following documents attached: (i) the certificate of incorporation

and bylaws (or equivalent documents) of the Obligors certified by Obligors as being complete and in full force and effect on the date

thereof, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this

Agreement and each of the other Loan Documents.

(d)

Good Standing Certificates. A good standing certificate from Obligors’ state of organization and the state in which

each such Obligor’s principal place of business is located, each dated as of a date no earlier than thirty (30) days prior to the

date hereof.

(e)

Certificate of Insurance. Evidence of the insurance coverage required by Section 6.8 of this Agreement.

(f)

Consents. All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance

of this Agreement, the Warrants and the other Loan Documents and the transactions contemplated hereby or thereby.

(g)

Legal Opinion. A legal opinion of Obligors’ counsel, dated as of the date hereof, covering the matters set forth in

Exhibit D hereto.

(h)

Grants of Security Interests in Intellectual Property. Grants of security interests in any U.S. federally registered Intellectual

Property, in the forms provided by Lender, and to the extent required by the Loan Documents.

(i)

Fees and Expenses. Payment of all fees and expenses then due hereunder or under any other Loan Document.

(j)

Registration Rights Agreement. The Registration Rights Agreement duly executed by the Borrower and the Lenders.

(k)

Regulations. To Borrower’s knowledge, no statute, rule, regulation, executive order, decree, ruling or injunction

shall have been enacted, entered, promulgated or endorsed by any court or Governmental Authority of competent jurisdiction that prohibits

the consummation of any of the transactions contemplated by the Loan Documents.

(l)

Material Adverse Effect. No event or series of events shall have occurred that reasonably would have or result in a Material

Adverse Effect.

(m) USA Patriot Act.

Lender and Collateral Agent shall have received, at least three (3) Business Days prior to the Closing Date (to the extent requested at

least ten (10) Business Days prior to the Closing Date) (i) all documentation and information about the Borrower and their Subsidiaries

as has been reasonably requested by the Lender or Collateral Agent that such Lender or Collateral Agent reasonably determines is required

by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including

without limitation, the USA PATRIOT Act and (ii) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. §

1010.230 (as amended, the “Beneficial Ownership Regulation”), a certificate regarding the beneficial ownership required

by the Beneficial Ownership Regulation in relation to the Borrower.

(n)

Public Market. Borrower’s common stock shall be listed on the Principal Market and shall not have been, as of the

date of this Agreement, suspended or delisted from the Principal Market and Borrower shall, as of the date of this Agreement, be in good

standing with, and in compliance with all applicable listing requirements of, the Principal Market.

(o)

Security Interest. All filings, documents and other actions deemed reasonably necessary or advisable by the Lender or Collateral

Agent to perfect the first priority security interests (subject to Permitted Liens) created under the Loan Documents are in proper form

for filing. Each Obligor authorizes Collateral Agent and Lender to file any UCC financing statements, continuations of or amendments to

UCC financing statements they deem necessary to perfect its security interest in the Collateral including, without limitation, the filing

of financing statements describing the Collateral as “all assets of Debtor” or similar descriptions.

(p)

UCC Searches. Searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Obligor

and in the jurisdiction of its chief executive office, copies of the financing statements on file in such jurisdictions.

(q)

Payoffs; Lien Terminations. Administrative Agent shall have received evidence reasonably satisfactory to it that all Indebtedness

other than Permitted Indebtedness, shall be paid off in full and terminated, and all Liens against property of the Obligors (other than

Permitted Liens) shall be irrevocably released and terminated, in each case as of the Closing Date.

(r)

Approvals. Obligors shall have obtained all relevant approvals for the transactions contemplated by the Loan Documents,

in each case, to the Lenders’ reasonable satisfaction.

(s)

Due Diligence/Approval. Each Lender shall have (i) completed its business, legal, market and collateral due diligence, the

results of which shall be reasonably satisfactory to such Lender; and (ii) obtained credit committee approval for the execution of the

Loan Documents and the transactions contemplated thereby.

(t)

Other Documents. Such other documents and completion of such other matters, as Lender or Collateral Agent may reasonably

deem necessary or appropriate.

3.2

Conditions Precedent to Making the Loan. The obligation of Lenders to make the Loans is further subject to satisfaction

of the following conditions as of the applicable Funding Date:

(a)

No Default. No Default or Event of Default shall have occurred that has not been waived by each Lender.

(b)

Note. Borrower shall have duly executed and delivered a Note in the amount of each Lender’s Loan to each applicable

Lender.

(c)

UCC Financing Statements. Lender shall have received such documents, instruments and agreements, including UCC financing

statements or amendments to UCC financing statements and UCC financing statement searches, as Lender shall reasonably request to evidence

the perfection and priority of the security interests granted to Collateral Agent and Lender pursuant to Section 4.

(d)

Funding Certificate. Borrower shall have duly executed and delivered to Administrative Agent a Funding Certificate for such

Loan.

(e)

Representations and Warranties. The representations and warranties made by any Obligor in Section 5 and in the other

Loan Documents shall be true and correct in all material respects as of such Funding Date (except to the extent such representations and

warranties are subject to a Material Adverse Effect or otherwise qualified by materiality, in which case such representations and warranties

shall be true and correct in all respects).

(f)

Material Adverse Effect. Since December 31, 2025 no event or series of events shall have occurred that reasonably would

have or result in a Material Adverse Effect.

(g)

Principal Market Approval. The shares of Specified Capital Stock issuable upon exercise of, or otherwise pursuant to, the

Warrants shall have been approved for listing on the Principal Market and the Borrower shall have delivered to the Lenders evidence reasonably

satisfactory to the Lenders of such approval.

(h)

ATM Agreement. The ATM Agreement shall be in full force and effect and Borrower shall then have an active ATM Offering in

effect.

(i)

Form S-3. Borrower shall have filed a resale registration statement on Form S-3 with the SEC together with a prospectus

in respect of any ATM Agreement and a supplement to any existing prospectus, in any case, to the extent applicable, in respect of any

ATM Agreement, which in any case, shall permit the sale of Specified Capital Stock pursuant to such ATM Agreement; provided, further,

such Form S-3 shall have been approved by the SEC and be in full force and effect.

(j)

Other Documents. Obligors shall have provided Lender with such other documents and completion of such other matters, as

Lender may reasonably deem necessary or appropriate.

3.3

Covenant to Deliver. Each Obligor agrees (not as a condition but as a covenant) to deliver to Lender each item required

to be delivered to Lender as a condition to the Loan, if such Loan is advanced. Each Obligor expressly agrees that the extension of any

Loan prior to the receipt by Lender of any such item shall not constitute a waiver by Lender of Obligors’ obligation to deliver

such item, and any such extension in the absence of a required item shall be in each Lender’s sole discretion.

3.4

Post-Closing Covenant. On or before the date set forth below (or such later date as shall be agreed to in writing by the

Collateral Agent, in its sole discretion), each Obligor agrees to provide the Collateral Agent the following:

(a)

Landlord Agreements. On or before the date that is 60 days following the Closing Date, the applicable Obligor shall use

commercially reasonable efforts to obtain a Landlord Agreement for each location where each Obligor’s books and records and Collateral

is located (unless such Obligor is the fee owner thereof).

(b)

Account Control Agreements. On or before the date that is 10 Business Days following the Closing Date, each Obligor shall

have provided to Collateral Agent Account Control Agreements for all of such Obligor’s deposit accounts and securities accounts

duly executed by all of the parties thereto, other than with respect to Excluded Accounts.

Creation of Security Interest.

4.1

Grant of Security Interests. Each Obligor grants to Collateral Agent, for the ratable benefit of the Lenders, a valid, continuing

security interest in all presently existing and hereafter acquired or arising Collateral in order to secure prompt, full and complete

payment of any and all Obligations and in order to secure prompt, full and complete performance by such Obligor of each of its covenants

and duties under each of the Loan Documents (other than the Warrants). The “Collateral” shall mean and include all

right, title, interest, claims and demands of each Obligor in the following (in each case other than Excluded Property):

(a)

All goods (and embedded computer programs and supporting information included within the definition of “goods” under

the Code) and equipment now owned or hereafter acquired, including all laboratory equipment, computer equipment, office equipment, machinery,

fixtures, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing, and all attachments, accessories,

accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

(b)

All inventory now owned or hereafter acquired, including all merchandise, raw materials, parts, supplies, packing and shipping

materials, work in process and finished products including such inventory as is temporarily out of an Obligor’s custody or possession

or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or

disposition of any of the foregoing and any documents of title representing any of the above, and Obligors’ books relating to any

of the foregoing;

(c)

All contract rights and general intangibles (including Intellectual Property) now owned or hereafter acquired, including goodwill,

limited liability company interests, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists,

route lists, infringements, claims, software, computer programs, computer disks, computer tapes, literature, reports, catalogs, design

rights, income tax refunds, payment intangibles, commercial tort claims, payments of insurance and rights to payment of any kind;

(d)

All now existing and hereafter arising accounts, contract rights, royalties, license rights, license fees and all other forms of

obligations owing to Obligor arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Obligor

(subject, in each case, to the contractual rights of third parties to require funds received by Obligor to be expended in a particular

manner), whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all

merchandise returned to or reclaimed by Obligor and Obligor’s books relating to any of the foregoing;

(e)

All documents, cash, deposit accounts, letters of credit and letters of credit rights (whether or not the letter of credit is evidenced

by a writing) and other supporting obligations, certificates of deposit, instruments, promissory notes, chattel paper (whether tangible

or electronic) and investment property, including all securities, whether certificated or uncertificated, security entitlements, securities

accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise, wherever located,

now owned or hereafter acquired and Obligor’s books relating to the foregoing; and

(f)

To the extent not covered by clauses (a) through (e) above, all other personal property of each Obligor, whether

tangible or intangible, and any and all rights and interests in any of the above and the foregoing and, any and all claims, rights and

interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof, including insurance, condemnation,

requisition or similar payments and proceeds of the sale or licensing of Intellectual Property.

Notwithstanding the foregoing,

the Collateral shall not include any Excluded Property and no Obligor is pledging, nor granting a security interest hereunder or under

any other Loan Document in, any Excluded Property; provided, however, that the Collateral shall include all accounts receivables,

accounts, and general intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any

part, or rights in, the foregoing (the “Rights to Payment”).

4.2

After-Acquired Property. If an Obligor shall at any time acquire a commercial tort claim (as defined in the Code) that is

not Excluded Property, such Obligor shall immediately notify Collateral Agent in writing signed by Obligor of the brief details thereof

and grant to Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement,

with such writing to be in form and substance reasonably satisfactory to Collateral Agent.

4.3

Duration of Security Interest. Except as set forth herein, Collateral Agent’s security interest in the Collateral

shall continue until the payment in full and the satisfaction and performance of all Obligations (other than unasserted contingent obligations),

and termination of each Lender’s commitment to fund the Loan, whereupon at Borrower’s sole cost and expense, the Collateral

Agent shall, upon the written direction of the Lenders (or automatically upon payment in full of all Obligations (other than unasserted

contingent obligations)), release its Liens in the Collateral and all rights therein shall revert to the applicable Obligor. Collateral

Agent shall, at Obligors’ sole cost and expense, execute such further documents and take such further actions as may be reasonably

necessary to make effective the release contemplated by this Section 4.3, including duly authorizing and delivering termination

statements for filing in all relevant jurisdictions under the Code. Each of the Lenders irrevocably authorizes and directs the Collateral

Agent (and, upon the request of the Borrower, the Collateral Agent hereby agrees), to release any Lien granted to or held by the

Collateral Agent under any Loan Document (i) on any property constituting Collateral sold or to be sold or disposed of as part of or in

connection with any sale or other Transfer permitted hereunder, including as a result of a written waiver or consent provided in accordance

with the terms hereof and (ii) if approved, authorized or ratified in writing by the Lenders. In connection with any termination or release

pursuant to this Section 4.3, the Collateral Agent shall promptly, upon the request by the Obligors, execute and deliver to any

Obligor at such Obligor’s sole expense, all documents that such Obligor shall reasonably request and to perform other actions reasonably

necessary to evidence such termination or release and deliver to the Obligors any portion of such Collateral so released that is in the

physical possession of the Collateral Agent.

4.4

Location and Possession of Collateral. Except for (a) Collateral that is in transit, (b) Equipment used off-site by employees

in the ordinary course of business and (c) Equipment out for temporary repair or maintenance, the Collateral is and shall remain in the

possession of an Obligor at its locations listed in the Disclosure Schedule or such other locations which Borrower has identified in writing

to Collateral Agent. Each Obligor shall remain in full possession, enjoyment and control of the Collateral (except only as may be otherwise

required by Collateral Agent or Lender for perfection of the security interests therein created hereunder) and so long as no Event of

Default has occurred and is continuing, shall be entitled to manage, operate and use the same and each part thereof with the rights and

franchises appertaining thereto (including making sales or other Transfers of Collateral permitted hereunder); provided that the

possession, enjoyment, control and use of the Collateral shall at all times be subject to the observance and performance of the terms

of this Agreement.

4.5

Delivery of Additional Documentation Required. Each Obligor shall from time to time execute and deliver to Collateral Agent,

at the request of Collateral Agent, all financing statements and other documents Collateral Agent may reasonably request, in form reasonably

satisfactory to Collateral Agent, to perfect and continue Collateral Agent’s perfected security interests in the Collateral and

in order to consummate fully all of the transactions contemplated under the Loan Documents.

4.6

Right to Inspect. Collateral Agent and Lender (through any of its officers, employees, or agents) shall have the right upon

reasonable prior notice, from time to time, during Obligors’ usual business hours, to inspect the books and records of Obligors

and Subsidiaries and to make copies thereof and to inspect, test, and appraise the Collateral in order to verify Obligor’s financial

condition or the amount, condition of, or any other matter relating to, the Collateral. Obligors shall permit, and cause each of its Subsidiaries

to permit, Collateral Agent to discuss financial matters with Obligors’ independent auditors, and hereby authorizes all such independent

auditors, to discuss those financial matters with Lender or Collateral Agent or any representative, agent, or advisor thereof; provided

that a Responsible Officer of Borrower or any other Obligor is given the opportunity to be present to the extent practicable. Any inspection,

discussion, test or appraisal conducted hereunder shall be conducted at the sole cost and expense of Obligors, except that, so long as

no Event of Default exists, Obligors shall only be required to reimburse Collateral Agent and Lender for (a) one inspection or audit and

(b) one appraisal, in each case in any calendar year (for the avoidance of doubt, any inspection, audit or appraisal initiated while an

Event of Default exists shall not count against the foregoing annual limits). Notwithstanding anything to the contrary herein and subject

to Section 6.14, no Obligor nor any of their respective Subsidiaries will be required to disclose, permit the inspection, examination

or making of copies or abstracts of, or discussion of, any document, information or other matter constituting (i) non-financial trade

secrets or non-financial proprietary information, (ii) that is subject to attorney-client or similar privilege or constitutes attorney

work product or (iii) in respect of which disclosure is prohibited by applicable law or binding agreement with a Person that is not an

Obligor or an Affiliate of an Obligor that is not entered into in contemplation of such disclosure.

4.7

Intellectual Property.

(a)

Each Obligor shall register or cause to be registered with the United States Copyright Office (i) any software that is material

to the business of the Obligors developed or acquired by an Obligor in connection with any product developed or acquired for sale or licensing,

(ii) any software that is material to the business of the Obligors developed or acquired by Obligor hereafter from time to time in connection

with any product developed or acquired for sale or licensing, and (iii) any major revisions or upgrades to any software that has previously

been registered by or on behalf of such Obligor with the United States Copyright Office.

(b)

Each Obligor shall promptly (but not later than simultaneously with the delivery of the Officer’s Certificate in connection

with the fiscal quarter in which such federal registrations or filings occurred), notify Collateral Agent of any federal registrations

or filings by Obligor of any patent or patent application, or trademark or trademark application, or copyright or copyright application

and shall promptly execute and deliver to Collateral Agent any grants of security interests in same to the extent constituting Collateral,

in form reasonably acceptable to Collateral Agent, to file with the United States Patent and Trademark Office or the United States Copyright

Office, as applicable.

4.8

Protection of Intellectual Property. Each Obligor shall:

(a)

protect, defend and maintain the validity and enforceability of its Intellectual Property material to its business and promptly

advise Collateral Agent in writing of material infringements;

(b)

not allow any Intellectual Property material to Obligor’s business to be abandoned, forfeited or dedicated to the public

without Lender’s written consent;

(c)

provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any Restricted License (other

than over-the-counter software that is commercially available to the public); and

(d)

take such commercially reasonable steps as Collateral Agent reasonably requests to obtain the consent of, or waiver by, any person

whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Collateral Agent to

have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License,

whether now existing or entered into in the future, and (ii) Collateral Agent to have the ability in the event of a liquidation of any

Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the