Form 8-K

8-K — Big Digital Energy, Inc.

Accession: 0001213900-26-075248

Filed: 2026-07-06

Period: 2026-06-30

CIK: 0001218683

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0296900-8k_bigdigital.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK OF BIG DIGITAL ENERGY, INC (ea029690001ex3-1.htm)

EX-4.1 — WARRANT, DATED JUNE 30, 2026, ISSUED TO YA PN II, LTD, BY BIG DIGITAL ENERGY, INC (ea029690001ex4-1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED JUNE 30, 2026, BY AND BETWEEN BIG DIGITAL ENERGY, INC. AND SIX THIRTY AI, LLC (ea029690001ex10-1.htm)

EX-10.2 — LETTER AGREEMENT, DATED JUNE 30, 2026, BY AND AMONG BIG DIGITAL ENERGY, INC., SIX THIRTY AI, LLC AND YA PN II, LTD (ea029690001ex10-2.htm)

EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED JUNE 30, 2026, BY AND BETWEEN BIG DIGITAL ENERGY, INC. AND SIX THIRTY AI, LLC (ea029690001ex10-3.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 6, 2026 (ea029690001ex99-1.htm)

EX-99.2 — INVESTOR PRESENTATION MATERIALS, DATED JULY 6, 2026 (ea029690001ex99-2.htm)

GRAPHIC (ea029690001_ex3-1img1.jpg)

GRAPHIC (ea029690001_ex3-1img2.jpg)

GRAPHIC (ea029690001_ex3-1img3.jpg)

GRAPHIC (ea029690001_ex3-1img4.jpg)

GRAPHIC (ea029690001_ex3-1img5.jpg)

GRAPHIC (ea029690001_ex3-1img6.jpg)

GRAPHIC (ea029690001_ex3-1img7.jpg)

GRAPHIC (ea029690001_ex3-1img8.jpg)

GRAPHIC (ea029690001_ex3-1img9.jpg)

GRAPHIC (ea029690001_ex3-1img10.jpg)

GRAPHIC (ea029690001_ex3-1img11.jpg)

GRAPHIC (ea029690001_ex3-1img12.jpg)

GRAPHIC (ea029690001_ex3-1img13.jpg)

GRAPHIC (ea029690001_ex3-1img14.jpg)

GRAPHIC (ea029690001_ex3-1img15.jpg)

GRAPHIC (ea029690001_ex3-1img16.jpg)

GRAPHIC (ea029690001_ex3-1img17.jpg)

GRAPHIC (ea029690001_ex3-1img18.jpg)

GRAPHIC (ea029690001_ex3-1img19.jpg)

GRAPHIC (ea029690001_ex3-1img20.jpg)

GRAPHIC (ea029690001_ex3-1img21.jpg)

GRAPHIC (ea029690001_ex3-1img22.jpg)

GRAPHIC (ea029690001_ex3-1img23.jpg)

GRAPHIC (ea029690001_ex3-1img24.jpg)

GRAPHIC (ea029690001_ex3-1img25.jpg)

GRAPHIC (ea029690001_ex3-1img26.jpg)

GRAPHIC (ea029690001_ex3-1img27.jpg)

GRAPHIC (ea029690001_ex3-1img28.jpg)

GRAPHIC (ea029690001_ex3-1img29.jpg)

GRAPHIC (ea029690001_ex3-1img30.jpg)

GRAPHIC (ea029690001_ex3-1img31.jpg)

GRAPHIC (ea029690001_ex3-1img32.jpg)

GRAPHIC (ea029690001_ex3-1img33.jpg)

GRAPHIC (ea029690001_ex3-1img34.jpg)

GRAPHIC (ea029690001_ex3-1img35.jpg)

GRAPHIC (ea029690001_ex3-1img36.jpg)

GRAPHIC (ea029690001_ex3-1img37.jpg)

GRAPHIC (ea029690001_ex3-1img38.jpg)

GRAPHIC (ea029690001_ex3-1img39.jpg)

GRAPHIC (ea029690001_ex3-1img40.jpg)

GRAPHIC (ea029690001_ex3-1img41.jpg)

GRAPHIC (ea029690001_ex3-1img42.jpg)

GRAPHIC (ea029690001_ex3-1img43.jpg)

GRAPHIC (ea029690001_ex3-1img44.jpg)

GRAPHIC (ea029690001_ex3-1img45.jpg)

GRAPHIC (ea029690001_ex3-1img46.jpg)

GRAPHIC (ea029690001_ex3-1img47.jpg)

GRAPHIC (ea029690001_ex10-1img1.jpg)

GRAPHIC (ea029690001_ex99-2img1.jpg)

GRAPHIC (ea029690001_ex99-2img2.jpg)

GRAPHIC (ea029690001_ex99-2img3.jpg)

GRAPHIC (ea029690001_ex99-2img4.jpg)

GRAPHIC (ea029690001_ex99-2img5.jpg)

GRAPHIC (ea029690001_ex99-2img6.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0296900-8k_bigdigital.htm · Sequence: 1

false

--12-31

0001218683

2026-06-30

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):

June 30, 2026

Big Digital Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40849

88-0445167

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

950 Railroad Avenue

Midland, Pennsylvania 15059

(Address of Principal Executive Offices) (Zip Code)

(412) 515-0896

(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, $0.001 par value

BGDE

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.

Securities Purchase Agreement

On June 30, 2026, Big Digital

Energy, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Six

Thirty AI, LLC (the “Purchaser”), pursuant to which the Company issued and sold to the Purchaser an aggregate of 16,700 shares

of newly designated Series D Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (“Series

D Preferred Stock”), at a purchase price of $900.00 per share, for gross proceeds to the Company of $15.03 million, before deducting

placement agent fees and other offering expenses. The Series D Preferred Stock is convertible into shares of common stock of the Company,

par value $0.001 per share (“Common Stock,” and such shares of Common Stock as so converted, the “Conversion Shares”),

as described below under “Series D Preferred Stock.” Under the Purchase Agreement, the Company also issued to the Purchaser

a warrant (the “Warrant”) exercisable for five years to purchase 926,748 shares of Common Stock (the “Warrant Shares”)

at an exercise price of $10.81, which is 120% of the closing price of the Common Stock immediately before closing, subject to adjustment

upon the occurrence of any stock split, stock dividend, stock combination or similar transaction.

The offer and sale of the foregoing

securities was made to the Purchaser in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933,

as amended (the “Securities Act”). The Company relied on representations from the Purchaser that it is an “accredited

investor” (defined in Rule 501(a) of Regulation D promulgated under the Securities Act), acquiring securities for investment only

without a view to distribution. The offering was conducted without general solicitation or advertising, with restrictions on resale absent

registration or an exemption.

The Purchaser is controlled

by Josh Kilgore, Phil Stanley, and Cody Smith, who are, respectively, the Executive Chairman, Chief Executive Officer, and Chief Operating

Officer of the Company. A Special Transactions Committee of the Company’s board of directors (the “Board”) comprised

solely of disinterested directors, together with the Audit Committee of the Board, reviewed and approved the Purchase Agreement and related

agreements.

The transaction documents prohibit

the Company from issuing any Conversion Shares or Warrant Shares to the extent such issuances would violate applicable rules and regulations

of The Nasdaq Stock Market LLC (“Nasdaq”). The Company has agreed to include in the proxy statement for its next annual meeting

of stockholders, which the Company has agreed to hold no later than November 14, 2026, a proposal to obtain requisite approvals of its

stockholders to permit issuances of Conversion Shares and Warrant Shares in excess of any restrictions currently imposed by applicable

rules and regulations of Nasdaq.

The Purchase Agreement contains

customary representations, warranties and covenants for similar transactions. The representations and warranties were made only for purposes

of the Purchase Agreement and as of specific dates; were solely for the benefit of the parties thereto; and may be subject to limitations

agreed by the parties, including being qualified by confidential disclosure schedules. Investors should not rely on the representations

and warranties as characterizations of the actual state of facts or circumstances of the Company or any other person.

The Company retained Northland

Securities, Inc. (the “Placement Agent”) as exclusive placement agent for the transaction and paid the Placement Agent a cash

fee of 6.0% of the gross proceeds from the sale of the shares of Series D Preferred Stock, together with customary expense reimbursements.

Letter Agreement

The Purchaser acquired the

Series D Preferred Stock using borrowed funds. Concurrently with the execution of the Purchase Agreement, the Company entered into a letter

agreement (the “Letter Agreement”) with the Purchaser and the administrative and collateral agent for the lenders (the “Agent”),

pursuant to which the Company consented to (i) the Purchaser’s pledge of the shares of Series D Preferred Stock to the Agent for

the ratable benefit of the lenders; (ii) the Purchaser’s assignment of the Warrant to the lenders as a commitment fee under the

loan facility; and (iii) the lenders’ right to exchange all or any portion of the outstanding obligations under the loan and guaranty

agreement for shares of the Series D Preferred Stock and settlement using the Series D Preferred Stock or Conversion Shares.

Registration Rights Agreement

Concurrently with the execution

of the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”),

pursuant to which the Company is obligated to file and maintain the effectiveness of one or more resale registration statements with the

Securities and Exchange Commission (the “SEC”) registering the resale of the Conversion Shares and Warrant Shares on a continuous

basis under Rule 415 of the Securities Act. The Company is required to file the initial registration statement for such purposes no later

than July 20, 2026, and to have such registration statement declared effective by the SEC no later than August 29, 2026 (or in the event

of a “full review” by the SEC, no later than September 28, 2026).

Series D Preferred Stock

On June 30, 2026, the Company

filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware,

establishing the voting and other relative rights, powers and preferences of the Series D Preferred Stock. The Certificate of Designations

became effective upon filing and authorizes the issuance of up to 100,000 shares of Series D Preferred Stock.

General. Each share

of Series D Preferred Stock has an initial stated value of $1,000 per share, which is subject to proportional adjustment upon the occurrence

of any stock split, stock dividend, stock combination or similar transaction, and is fully paid and non-assessable.

Ranking. The Series

D Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding

up of the Company, ranks senior to all other classes or series of the Company’s capital stock, unless specified required holders

consent to the creation of other capital stock that is senior or equal in rank to the Series D Preferred Stock.

Dividends. Dividends

accrue on the Series D Preferred Stock from the date of issuance at a rate of 5% per annum, which increases to 18% per annum during the

pendency of a Triggering Event (as defined in the Certificate of Designations), and are payable quarterly in arrears through the issuance

of additional shares of Series D Preferred Stock (i.e., PIK shares) or, at the Company’s election, in cash.

Conversion at the Option

of the Holders. Each holder of Series D Preferred Stock may convert all, or any part, of its shares of Series D Preferred Stock, at

any time on or after August 30, 2026, into Conversion Shares at a conversion price (the “Conversion Price”) equal to 95% of

the lowest daily volume-weighted average price of the Common Stock over the five consecutive trading days immediately preceding the conversion

date, subject to a floor price of $1.80 and certain limitations on conversion as described below.

Adjustments to the Conversion

Price. The Conversion Price is subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination

or similar transactions.

Beneficial Ownership Limitation.

The Company may not effect the conversion of any shares of Series D Preferred Stock to the extent that, after giving effect to such conversion,

the applicable holder, together with any person whose beneficial ownership of Common Stock would or could be aggregated with such holder’s

for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), collectively would

beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after

giving effect to such conversion (provided that such limitation shall not apply to any holder whose beneficial ownership exceeds the

Maximum Percentage on the date such holder acquires Series D Preferred Stock).

Monthly Conversion Limitation.

In addition, the Company may not effect the conversion of any shares of Series D Preferred Stock to the extent that, after giving effect

to such conversion, the aggregate stated value of shares of Series D Preferred Stock that has been converted into shares of Common Stock

during the calendar month in which such conversion occurred exceeds the greater of (a) 10% of aggregate dollar trading volume during the

month or (b) $2,000,000 (provided that such limitation shall not apply during the pendency of a Triggering Event).

Limitation on Conversions

for Purposes of Listing Rules. The Company may not effect the conversion of any shares of Series D Preferred Stock to the extent the

issuance of such Conversion Shares would violate applicable rules and regulations of Nasdaq, as described above under “Securities

Purchase Agreement.”

Voting Rights. The Series

D Preferred Stock is non-voting, except as required by applicable law or as expressly set forth in the Certificate of Designations.

Transfer Restrictions.

Consent of the Board is required to transfer shares of Series D Preferred Stock, except in certain limited situations, including as described

below under “Letter Agreement.”

Company Optional Redemption.

The Company may redeem the Series D Preferred Stock at any time, in whole or in part, at a cash price equal to 105% of the aggregate Conversion

Price for the Series D Preferred Stock being redeemed, subject to customary conditions as set forth in the Certificate of Designations,

including a 12–60 trading day notice window and the absence of any Equity Condition (as defined in the Certificate of Designations).

Fundamental Transactions.

The Certificate of Designations prohibits the Company from entering into specified “Fundamental Transactions,” which include,

without limitation, mergers, business combinations and similar transactions, unless the Company (or the successor entity) assumes in writing

all of the Company’s obligations under the Certificate of Designations and the other transaction documents, provided that any such

successor entity shall be a publicly traded corporation listed on an eligible trading market. The Company may alternatively exercise its

optional redemption right in full in connection with a Fundamental Transaction.

Covenants. Among other

negative covenants, and subject to customary exceptions, so long as the Series D Preferred Stock is outstanding, the Company will not,

and will cause its subsidiaries not to, (i) redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital

stock; (ii) incur indebtedness or create liens, except for customary permitted indebtedness and permitted liens; or (iii) enter into any

variable rate transaction.

The foregoing description of

the terms of the Certificate of Designations, the Warrant, the Purchase Agreement, the Letter Agreement, and the Registration Rights Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are

filed as Exhibits 3.1, 4.1, 10.1 through 10.3, respectively, to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in

Item 1.01 is incorporated herein by reference into this Item 3.02.

Item 5.03. Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

The description of the terms

of the Series D Preferred Stock and the Certificate of Designations in Item 1.01 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 6, 2026, the Company

issued a press release announcing the entry into a joint venture with energy-infrastructure company 10NetZero, and is furnishing related investor presentation materials. A copy of the press release and

presentation materials are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2.

The information included in

this Item 7.01 and in Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section

18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated

by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference

in such document.

Forward-Looking Statements

This Current Report on

Form 8-K and its Exhibits contain “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995. Forward-looking statements include, among others, statements regarding the Company’s financing

transactions (including the issuance of Series D Convertible Preferred Stock and Warrant), the expected timing and effects of such

transactions, the Company’s plans and expectations regarding any joint venture with 10NetZero and the proposed development of

a data-center site in Texas, and the Company’s strategy, operations, and future results. Words such as

“anticipate,” “believe,” “could,” “estimate,” “expect,”

“intend,” “may,” “plan,” “project,” “target,” “will,”

“would,” “subject to,” and similar expressions are intended to identify forward-looking statements.

These statements are based on current expectations and assumptions

and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Important

factors include, without limitation: the Company’s ability to continue as a going concern; the Company’s ability to maintain

its Nasdaq listing; the need for and availability of additional financing; the Company’s ability to obtain any required stockholder

approvals and to file and maintain the effectiveness of any required registration statements; the timing, negotiation, and execution of

any definitive agreements relating to a joint venture with 10NetZero and the proposed acquisition and development of any Texas site, and

the satisfaction of any closing conditions; availability and cost of power, grid interconnection and build-out timing; the feasibility,

permitting, and development of any behind-the-meter generation; execution risks in developing AI/HPC digital infrastructure; market demand

for AI/HPC and accelerated computing; evolving and uncertain regulation of digital assets, artificial intelligence, and high-performance

computing; volatility in digital asset prices and reductions in mining incentives; and the other risks described under “Risk Factors”

in the Company’s most recent Annual Report on Form 10-K and in other filings made with the SEC from time to time. Any forward-looking

statements speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements

to reflect events or circumstances after the date of this report, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

3.1

Certificate of Designations of Series D Convertible Preferred Stock of Big Digital Energy, Inc.

4.1

Warrant, dated June 30, 2026, issued to YA PN II, LTD, by Big Digital Energy, Inc.

10.1

Securities Purchase Agreement, dated June 30, 2026, by and between Big Digital Energy, Inc. and Six Thirty AI, LLC.

10.2

Letter Agreement, dated June 30, 2026, by and among Big Digital Energy, Inc., Six Thirty AI, LLC and YA PN II, LTD.

10.3

Registration Rights Agreement, dated June 30, 2026, by and between Big Digital Energy, Inc. and Six Thirty AI, LLC.

99.1

Press Release, dated July 6, 2026

99.2

Investor Presentation Materials, dated July

6, 2026

104

Cover page interactive data file formatted in Inline XBRL

SIGNATURES

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.

Big Digital Energy, Inc.

Date: July 6, 2026

By:

/s/ Kaliste Saloom

Kaliste Saloom

General Counsel

EX-3.1 — CERTIFICATE OF DESIGNATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK OF BIG DIGITAL ENERGY, INC

EX-3.1

Filename: ea029690001ex3-1.htm · Sequence: 2

Exhibit 3.1

Delaware The First State Page 1 5081043 8100 SR# 20263573108 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 204389613 Date: 06 - 30 - 26 I, CHARUNI PATIBANDA - SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “BIG DIGITAL ENERGY, INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JUNE, A.D. 2026, AT 10:10 O`CLOCK A.M.

St a te o f D e l a w a re Sec re t ary o f S ta te Dh , i sio n of Corporati o n s Deli, • e re d 10 : 10A M 06 / 30 / 2 026 FIL E D 10:10 AM 06 / 3 0 / 2 026 SR 2 0 2635 7 3 10 8 - File N umber 50 81043 CERTIFICATE OF DESIGNATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK OF BIG DIGITAL ENERGY, INC. I, Kaliste Saloom, hereby certify that I am the Authorized Officer of Big Digital Energy , Inc . (the "Company"), a corporation organized and existing under the Delaware General Corporation Law (the "DGCL"), and further dohereby certify on behalf of the Company and not in my personal capacity : That pursuant to the authority expressly conferred upon the Board of Directors of the Company (the "Board") by the Company's Amended and Restated Certificate of Incorporation (the "Certificate oflncorporation"), and Section 15 l(g) of the DGCL, the Special Transactions Committee of the Board, with authority delegated by the Board, on June 29 , 2026 , passed the following resolutions, creating a series of preferred stock having a par value of $ 0 . 001 per sha r e, designated as "Series D Convertible Preferred Stock" . RESOLVED, that, in accordance with the provisions of the Certificate of Incorporation, the Special Transactions Committee of the Board does hereby authorize and provide for the establishment, allotment and issuance of a series of preferred stock , par value $ 0 . 001 per share, of the Company designated as "Series D Convertible Preferred Stock" and that the de s ignation and number of shares thereof and the other relative rights, powers and preferences of the shares of such series and the qualifications, limitations and restrictions thereof in accordance with this certificate of designations (this "Certificate of Designations"), as follows : TERMS OF SERIES D CONVERTIBLE PREFERRED STOCK 1. Designation and Number of Shares . There shall hereby be created and established a series of preferred stock of the Company designated as "Series D Convertible Preferred Stock" (the "Preferred Stock") . The authorized number of Preferred Stock shall be 100 , 000 shares . Each Preferred Share shall have a par value of $ 0 . 001 and shall be certificated and represented in physical or electronic stock - certificate form . Capitalized term s not defined herein shall have the meanings as set forth in Section 33 below . 2. Ranking . For so long as any Preferred Stock are issued, except (x) as permitted pursuan t to Section 15 (e) or (y) to the extent that the Required Holders (as defined below) e xpressly consent to the creation of Parity Shares or Senior Preferred Stock (as defined below ) in accordance with Section 18 , all shares in the capital of the Company shall be junior in rank to the Pr e ferred Stock with respect to the preference s as to divid e nds, distributions a nd payment s upon the liquidation, dissolution and winding up of the Company (such junior shares are referred to herein collectively as "Junior Shares") . The rights of all shares in the capital of the Company shall b e subjec t t o the rights, powers , preference s and privileges of th e Preferred Stock . Without limiting any other pro v ision of this Certificat e of Designations, withou t the prior express consent of holders of at leas t a majority of the issued Preferred Stock and Yorkville (as defined below ) (collec t ively, the "Required Holders"), voting s eparately a s a s ingle cl a s s, th e Compan y sh a ll not h e reafter authori z e or issu e any a dditional or oth e r s hares in t he capital of the Company t hat is (i) of senior rank to the Preferred Sto c k in respect of the preferences as to di v idends , distributions 49 08 - 8 91 4 - 4248 v . 14 4 9 3 4 - 35 I0 - 8 0 25 \ 7

and payments upon the liquidation, dissolution and winding up of the Company (collectively, the "Senior Preferred Stock"), (ii) of pari passu rank to the Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the "Parity Shares") or (iii) any Junior Shares having a maturity date or which is mandatorily redeemable or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 90 days after the date that no Preferred Stock remain issued, except, in the case of the foregoing clause (i) and (ii), to the extent permitted pursuant to Section 15 (e) . In the event of the merger or consolidation of the Company with or into another corporation, so long as any Preferred Stock remain issued, the Preferred Stock shall maintain their relative rights, powers, designations, privileges and preferences provided for herein and nosuch merger or consolidation shall be consummated if it would result in the Preferred Stock being treated in any manner inconsistently with the foregoing, unless the Company has exercised its right of Company Optional Redemption in full prior to or in connection with such merger or consolidation and actually pays the applicable Company Optional Redemption Price prior to or simultaneously with such merger or consolidation . 3. Dividends. (a) Dividends . Each holder of a Preferred Share (each, a "Holder" and collectively, the "Holders"), shall be entitled to receive dividends ("Dividends") on the Stated Value of its Preferred Stock at the applicable Dividend Rate (as defined below) . Dividends on the Preferred Stock shall commence accruing on the date of issuance of a Preferred Share and shall be computed on the basis of a 360 - day year and twelve 30 - day months . Dividends shall be payable quarterly in arrears on the last Trading Day of each quarter (each, a "Dividend Date") . On each Dividend Date, the Company shall, at its election, (i) pay such Dividend through the issuance of additional Preferred Stock ("PIK Shares") to each holder equal to the quotient of (x) the aggregate amount of Dividends accrued on such Holder's Preferred Stock and (y) the Stated Value or (ii) pay such Dividend in cash ; provided, however, that the Company shall not pay any Dividend in cash to the extent prohibited by applicable law or agreements governing the Company's debts or other liabilities . If the Company elects to pay a Dividend through the issuance of PIK Shares, the Company shall promptly after each Dividend Date deliver to each Holder stock certificate receipts evidencing the issuance of the PIK Shares on such Dividend Date, if any such PIK Shares are so issued on such Dividend Date . Dividends on the Preferred Stock as provided in this Section 3 (a) shall accrue and be payable whether or not declared , set aside for payment or otherwise authorized by the Board and whether or not in any fiscal year there shall be net profits or surplus available for the payment of dividends, such that if Dividends are not paid as provided in this Section 3 (a), the unpaid Dividends shall accumulate until paid . 4. Conversion . At any time beginning two months after the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and non - assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 4 . (a) Holder's Conversion Right . Subject to the provisions of Section 4 (d), at any time or times on or after the date that is two ( 2 ) months after the Initial Issuance Date, each Holder shall be entitled to convert any Preferred Stock held by such Holder into validly 2 4934 . 3 5 I 0 - 8025 \ 7

3 4934 - 3 510 - 8025 \ 7 issued, fully paid and non - assessable shares of Common Stock in accordance with Section 4 (c) at the Conversion Rate (as defined below) . The Company shall not issue any fraction of a share of Common Stock upon any conversion . If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share . The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Preferred Stock, except any such taxes that are due because the converting Holder requests the shares of Common Stock to be registered in a name other than the Holder's name . (b) Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Preferred Share pursuant to Section 4(a) shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the "Conversion Rate") : (i) "Conversion Amount" means, with respect to each Preferred Share, as of the applicable date of determination, the sum of (A) the Stated Value thereof plus (B) any Additional Amount thereon as of such date of determination . (ii) "Conversion Price" means, with respect to each Preferred Share, as of any Conversion Date or other date of determination, 95 % of the lowest daily VWAP of the Common Stock during the five ( 5 ) consecutive Trading Day period immediately preceding but not including the Conversion Date, provided that the Conversion Price shall not be lower than the Floor Price and subject to adjustment as provided herein . (iii) Derivative Liability Savings Adjustment . Notwithstanding anything to the contrary in this Certificate of Designations, solely with respect to fiscal quarter ending June 30 , 2026 , if the Company's independent registered public accounting finn confinns in writing that, absent an increase in the Floor Price pursuant to this Section 4 (b)(iii), the issuance of the Preferred Stock or the existence, terms or operation of the conversion rights hereunder would be required under U . S . GAAP to result in a Derivative Liability in excess of $ 2 , 000 , 000 , or would cause the Company to breach the Stockholders' Equity Requirement, then the Floor Price shall, effective as of the date of such written confirmation and without further action by the Company or any Holder, be increased solely to the lowest price that such independent registered public accounting firm confirms in writing would (A) limit such Derivative Liability to not more than $ 2 , 000 , 000 and (B) cause the Company to satisfy shareholder's equity maintenance requirement for continued listing on the Nasdaq Capital Market . Any such written confirmation shall include reasonably detailed supporting calculations , shall be delivered to each Holder promptly and in any event within one ( 1 ) Business Day after receipt by the Company, and shall be conclusive absent manifest error . No adjustment under this Section 4 (b)(iii) shall be made based on the Company's internal determination or without such written confirmation, and any increase in the Floor Price pursuant to

4 4934 - 3510 - 8025 \ 7 this Section 4 (b)(iii) shall be no greater than necessary to achieve the foregoing limits . If, after any increase in the Floor Price pursuant to this Section 4 (b)(iii), the Company's independent registered public accounting firm confirms in writing that a lower Floor Price would not result in a Derivative Liability in excess of $ 2 , 000 , 000 or cause the Company's stockholders' equity to be less than the Stockholders' Equity Requirement as of any fiscal quarter end, then the Floor Price shall automatically decrease to such lower price, but in no event below the Floor Price in effect immediately prior to the applicable increase under this Section 4 (b)(iii) . Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, this Section 4 (b) shall only be effective with respect to the fiscal quarter ended June 30 , 2026 , and shall not have any force and effect, and shall not be operative, with respect to any other fiscal period of the Company . (c) Any Mechanics of Conversion. The conversion of each Preferred Share shall be conducted in the following manner: (i) Optional Conversion . To conver t a Preferred Share into shares of Common Stock on any date (a "Conversion Date"), a Holder shall deliver (whether via electronic mai l or otherwise ), for receip t on or prior to 11 : 59 p . m . , New York City time, on such date, a copy of an executed notic e of conversion of the share(s) of Preferred Stock subjec t to such conversion in the form attached hereto as Exhibit I (the "Conversion Notice") to the Company . As promptly as practicable, and in any event on or before the second ( 2 nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electroni c mail an acknowledgmen t of confirmation of receip t of such Conversion Notice, substantially in the form attached hereto as Exhibit II, to such Holder and the Company's transfer agent (the "Transfer Agent"), which confirmation shall constitute an instruction to the Transfer Agent to proces s such Conversion Notice in accordanc e with the terms herein . On or before the second ( 2 nd) Trading Day following each date on which the Company has received a Conversion Notice (the "Share Delivery Deadline"), the Company shall : (l) provided tha t the Transfer Agent is participating in DTC's Fas t Automated Securitie s Transfer Program ("FAST"), credit such aggregate number of shares of Common Stock to which such Holder shall be entitled pursuan t to such conversion to such Holder's or its designee's balanc e account with DTC through its Deposit/Withdrawa l at Custodian system, or ( 2 ) if the Transfer Agent is not participating in FAST, upon the request of such Holder, issu e and deliver (whether via electronic email or reputable overnigh t courier) to the address as specified in such Conversion Notice, a Book - Entry Statement, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled . If less than all of the Preferred Stock then held by a Holder are submitted for conversion pursuan t to any Conversion Notice, then the Company shall, as soon as practicable and in no event later than two ( 2 ) Trading Days after receipt of the applicable Conversion Notice and at its own expense, issue and deliver to such Holder (or its designee) a new stock certificate (in accordance with Section 20 (c)) representing the number of Preferred Stock not converted . The Person or Person s entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Stock

balance account of such Holder or such Holder's designee, as applicable, with DTC 5 4934 - 3510 - 8025 \ 7 shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. (ii) Company's Failure to Timely Convert . If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in FAST, to issue and deliver to such Holder (or its designee) a Book - Entry for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company's share register or, if the Transfer Agent is participating in FAST, to credit such Holder's or its designee's balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion of any Conversion Amount (as the case may be) (a "Conversion Failure"), then, in addition to all other remedies available to such Holder, such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, all, or any portion, of such Preferred Stock that has not been converted pursuant to such Conversion Notice ; provided that the voiding of a Conversion Notice shall not affect the Company's obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4 (c)(ii) or otherwise . In addition to the foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to such Holder (or its designee) a Book - Entry and register such shares of Common Stock on the Company's share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder's designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion hereunder or pursuant to the Company's obligation pursuant to clause (II) below, and if on or after such Share Delivery Deadline such Holder purchases (in an open market transaction, shares loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that such Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure, as applicable (a "Buy - In"), then, in addition to all other remedies available to such Holder, the Company shall, within three ( 3 ) Business Days after receipt of such Holder's request and in such Holder's discretion, either : (I) pay cash to such Holder in an amount equal to such Holder's total purchase price (including brokerage commissions, shares loan costs and other out - of - pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the "Buy - In Price"), at which point the Company's obligation to so issue and deliver such Book - Entry (and to issue such shares of Common Stock) or credit to the balance account of such Holder or such Holder's designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion hereunder ( as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a Book - Entry representing such shares of Common Stock or credit the

6 4 9 34 - 35 10 - 8 02 5 \ 7 for the number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion hereunder (as the case may be) and pay cash to such Holder inan amount equal to the excess (if any) of the Buy - In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during theperiod commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) . Nothing herein shall limit the Holder's right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver a Book Entry representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of Preferred Stock as required pursuant to the terms hereof . (iii) Registration : Book - Entry . The Company (or the Transfer Agent, as custodian for the Preferred Stock) shall maintain a register (the "Register") for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Stock (the "Registered Preferred Stock") . The entries in the Register shall be conclusive and binding for all purposes absent manifest error . The Company and each Holder of the Preferred Stock shall treat each Person whose name is recorded in the Register as the owner of a Preferred Share for all purposes (including, without limitation, the right to receive payments and Dividends hereunder) notwithstanding notice to the contrary . A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register . Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred Stock by such Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Preferred Stock in the same aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Stock to the designated assignee or transferee pursuant to Section 20 , provided that, subject to Section 19 , if the Company has granted its consent to an assignment or other transfer (or such consent is not required in accordance with Section 19 ) and the Company does not so record an assignment, transfer or sale (as the case may be) of such Registered Preferred Stock within two ( 2 ) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be) . Each Holder and the Company shall maintain records showing the Stated Value, Dividends converted and/or paid (as the case may be) and Late Charges converted and/or paid (as the case may be), and the dates of such conversions and/or payments (as the case may be), or shall use such other method, reasonably satisfactory to such Holder and the Company, and if the Company does not update the Register to record such Stated Value, Dividends converted and/or paid (as the case may be) and Late Charges converted and/or paid (as the case may be), and the dates of such conversions and/or payments (as the case may be), within two ( 2 ) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence . In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Stock to which the record holder is entitled shall be controlling and determinative

7 4934 - 3 510 - 8025 \ 7 in the absence of manifest error . A Holder and any transferee or assignee, by acceptance of a Book - Entry, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Stock, the number of Preferred Stock represented by such Book - Entry may be less than the number of Preferred Stock stated in the most recent Book - Entry statement delivered to the Holder . Each Book - Entry representing Preferred Stock shall bear the following legend : ANY TRANSFEREE OR ASSIGNEE OF THIS INSTRUMENT SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION'S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS INSTRUMENT, INCLUDING SECTION 4 (c)(iii) THEREOF . THE NUMBER OF SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS INSTRUMENT MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES D PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4 (c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS INSTRUMENT . (iv) Pro Rata Conversion ; Disputes . In the event that the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Stock submitted for conversion, the Company shall convert from each Holder electing to have Preferred Stock converted on such date a Holder Pro Rata Amount of such Holder's Preferred Stock submitted for conversion on such date based on the number of Preferred Stock submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Stock submitted for conversion on such date . In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Stock, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 25 . (d) Limitation on Beneficial Ownership . The Company shall not effect the conversion of any of the Preferred Stock held by a Holder, and such Holder shall not have the right to convert any of the Preferred Stock held by such Holder pursuant to the terms and conditions of this Certificate of Designations, and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4 . 99 % (the "Maximum Percentage") of the shares of Common Stock outstanding immediately after giving effect to such conversion . For purposes of the foregoing sentence, the aggregate number of shares of Common Stock

8 4934 - 3 510 - 8025 \ 7 beneficially owned by such Holder and the other Attribution Parties shall includ e the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuabl e upon conversion of the Preferred Stock with respect to which the determination of such sentence is being made, bu t shall exclud e shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Stock beneficially owned by such Holder or any of the other Attribution Partie s and (B) exercis e or conversion of the unexercised ornonconverted portion of any other securitie s of the Company (including, withou t limitation, any convertible notes, convertibl e Preferred Stock or warrants, including the Preferred Stock) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4 (d) . For purposes of this Section 4 (d), beneficial ownership shall be calculated in accordance with Section 13 (d) of the 1934 Act . In addition, a determination a s to any group status as contemplated above shall be determined in accordanc e with Section 13 (d) of the 1934 Act and the rules and regulations promulgated thereunder . For purposes of detennining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Stock without exceeding the Maximum Percentage, such Holder may rely on the number of shares of Common Stock outstanding as reflected in (x) the Company's mos t recent Annual Repor t on For m 10 - K, Curren t Repor t on Form 8 - K or other public filing with the SEC, as the cas e may be,(y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number") . If the Company receive s a Conversion Notic e from a Holder a t a time when the actual number of shares of Common Stock outstanding is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder's beneficia l ownership, as determined pursuan t to this Section 4 (d), to exceed the Maximu m Percentage, such Holder mus t notify the Company of a reduced number of shares of Common Stock to be purchased pursuan t to such Conversion Notice . For any reason at any time, upon the written or ora] request of any Holder, the Company shall within two( 2 ) Busines s Day s confinn in writing or by electroni c mai l to such Holder the number of shares of Common Stock then outstanding . In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securitie s of the Company, including such Preferred Stock, by such Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported . In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Stock results in such Holder and the other Attribution Partie s being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as detennined under Section 13 (d) of the 1934 Act), the number of shares so issued by which such Holder's and the other Attribution Parties' aggregate beneficial ownership exceed s the Maximu m Percentag e (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares . For purposes of clarity, the shares of Common Stock issuable to a Holder pursuan t to the tenns of this Certificat e of Designation s in excess of the Maximum Percentage shall not be deemed to be beneficially

4934 - 3 510 - 8025 \ 7 owned bysuch Holder for any purpose including for purposes of Section 13 (d) or Rule 16 a - l(a)(l) of the 1934 Act . No prior inability to convert such Preferred Stock pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4 (d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4 (d) or to make changes or supplements necessary or desirable to properly give effect to such limitation . The limitation contained in this paragraph may not be waived or eliminated (except by an amendment to this Certificate of Designations) and shall apply to a successor holder of such Preferred Stock . Notwithstanding the foregoing, this Section 4 (d) shall not apply to any Holder that, together withsuch Holder's other Attribution Parties, beneficially owns shares of Common Stock in excess of the Maximum Percentage as of the first date on which such Holder acquires Preferred Stock . (e) Conversion Limitation . During any calendar month, so long as no Triggering Event has occurred and is continuing, no Holder shall convert Preferred Stock to the extent that the aggregate dollar value of the shares of Common Stock issuable upon all conversions by Holders during such calendar month would exceed the greater of (a) ten percent ( 10 % ) of aggregate dollar trading volume of the Common Stock during such calendar month or (b) $ 2 . 0 million . For the avoidance of doubt, after the occurrence and during the continuance of a Triggering Event the limitations set forth in this Section 4 (e) shall have no force and effect . (t) Principal Market Regulation . The Company shall not issue any shares of Common Stock uponconversion of any Preferred Shares or otherwise pursuant to the terms of this Certificate of Designations if the issuance of such shares of Common Stock together with the number of shares issued under that certain Warrant would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Preferred Shares without breaching the Company's obligations under the listing rules of the Principal Market (the number of shares which may be issued without violating such rules, including rules related to the aggregate offerings under NASDAQ Listing Rule 5635 (d) and NYSE Listed Company Manual Section 312 . 03 (c), as applicable, the "Exchange Cap"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable listing rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders . Until such approval or such written opinion is obtained, no Holder shall be issued in the aggregate, upon conversion of any Preferred Shares, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by (ii) the quotient of ( 1 ) the aggregate number of Preferred Shares issued to such Holder on the Initial Issuance Date divided by ( 2 ) the aggregate number of Preferred Shares issued to the Holders on the Initial Issuance Date (with respect to each Holder, the "Exchange Cap Allocation") . In the event that any Holder shall sell or otherwise transfer any of such Holder's Preferred Shares, the transferee shall be allocated a pro rata portion 9

4934 - 3 510 - 8025 \ 7 of such Holder's Exchange Cap Allocation with respect to such portion of such Preferred Shares so transferred, and the restrictions of the priorsentence shall applyto suchtransferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee . Upon conversion in full of a Holder's Preferred Shares, the difference (if any) between such Holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such Holder upon such Holder's conversion in full of such Preferred Shares shall be allocated to the respective Exchange Cap Allocations of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the shares of Common Stock underlying the Preferred Shares then held by eachsuch Holder of Preferred Shares . 5. Triggering Events. (a) Triggering Event . Each of the following events, in each case to the extent such event (disregarding any cure period) occurs following the Initial Issuance Date, shall constitute a "Triggering Event" : (i) the suspension from trading or the failure of the shares of Common Stock to be trading or listed (as applicable) on an Eligible Market for a period of ten ( 10 ) consecutive Trading Days ; (ii) the Company's (A) failure to cure a Conversion Failure (as defined herein) by delivery of the required number of shares of Common Stock within three ( 3 ) Trading Days after the applicable Conversion Date or (B) written notice to any Holder of Preferred Stock, including, without limitation, by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required, with a request for conversion of any Preferred Stock into shares of Common Stock that is requested in accordance with the provisions of this Certificate of Designations (for the avoidance of doubt, other than the Company's valid refusal to effectuate a conversion in accordance with Section 4 (d) or Section 4 (f) hereof) ; (iii) except to the extent the Company is in compliance with Section lO(b) below, at any time following the tenth ( 10 th) consecutive day that a Holder's Authorized Share Allocation (as defined in Section lO(a) below) is less than 100 % of the number of shares of Common Stock that such Holder would be entitled to receive upon a conversion in full, of all of the Preferred Stock then held by such Holder (assuming conversion at the Floor Price then in effect without regard to any limitations on conversion set forth in this Certificate of Designations) ; (iv) the Company's failure to pay to any Holder any Dividend on any Dividend Date (whether or not declared by the Board) , solely to the extent such failure remains uncured for a period of at least five ( 5 ) Trading Days after the Company's receipt of written notice thereof ; (v) the Company's failure to pay any other amount due in cash when and as due under this Certificate of Designations (including, without limitation, the Company's failure to pay any Late Charges or other amounts due in cash

11 4934 - 3510 - 8025 \ 7 hereunder), the Securities Purchase Agreement or any other Transaction Document or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby (in each case, whether or not permitted pursuant to the DGCL), solely to the extent such failure remains uncured for a period of at least five ( 5 ) Trading Days after the Company's receipt of written notice thereof ; (vi) the Company fails to deliver the shares of Common Stock issuable upon a conversion of Preferred Stock without a restrictive legend either on any Book - Entry representing such shares of Common Stock or by credit of such shares of Common Stock to such Holder's or its designee's balance account with DTC as and when required by this Certificate of Designations, unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five ( 5 ) Trading Days after the Company's receipt of written notice thereof ; (vii) the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either : (1) commences a voluntary case or proceeding; (2) consents to the entry of an order for relief against it in an involuntary case or proceeding; (3) consents to the appointment of a custodian of it or for substantially all of its property; (4) makes a general assignment for the benefit of its creditors; (5) takes any comparable action under any foreign Bankruptcy Law; or (6) is not paying its undisputed debts as they become due, and such failure continues unremedied for a period of thirty ( 30 ) consecutive days ; (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either : (l) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case or proceeding; (2) appoint s a custodian of the Company or any of its Significant Subsidiaries, or for any substantia l part of the property of the Company or any of its Significan t Subsidiaries ; (3) orders the winding up or liquidation of the Company or any Significant Subsidiary ; or

12 4934 - 3510 - 8025 \ 7 (4) grants any similar relief under any foreign Bankruptcy Law, and, in each case under this subsection (viii), such order or decree remains unstayed and in effect for at least sixty (60) days; (ix) one or more final and non - appealable judgment being rendered against the Company or any of its Significant Subsidiaries for the payment of at least $ 10 , 000 , 000 in the aggregate (excluding any amounts covered by insurance or bond), where such judgment is not discharged, stayed, vacated or otherwise satisfied within sixty ( 60 ) days after (A) the date on which the right to appeal the same has expired, if no such appeal has commenced or (B) the date on which all rights to appeal have been extinguished (for the avoidance of doubt, excluding any judgments or awards in favor of Affiliates of Celsius Mining LLC occurring prior to the Initial Issuance Date) ; (x) default by the Company or any of its Subsidiaries with respect to any one or more mortgages, agreements or other instruments under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least $ 2 , 500 , 000 (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such indebtedness exists as of the Initial Issuance Date or is thereafter created, where such default constitutes a failure to pay principal or interest on such indebtedness or results in such indebtedness becoming or being declared due and payable prior to its stated maturity (for the avoidance of doubt, excluding any amounts owed to Affiliates of Celsius Mining LLC on account of judgments or awards occurring prior to the Initial Issuance Date or any amount shown as unpaid or past due on Schedule 3 . l(aa) to the Securities Purchase Agreement) ; (xi) other than as specifically set forth in another clause of this Section 5 (a), the Company or any Subsidiary breaches any representation or warranty made by or on behalf of the Company or such Subsidiary in any Transaction Document in any material respect (other than the representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any material covenant or other material term or condition of any Transaction Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of thirty ( 30 ) consecutive days after the Company's receipt of written notice thereof ; (xii) a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Triggering Event has occurred ; (xiii) any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15 (e) of this Certificate of Designations, only if such breach remains uncured for a period of five ( 5 ) consecutive Trading Days ; or

13 4934 - 3510 - 8025 \ 7 (xiv) any breach or failure in any material respect by the Company to comply with the covenant titled "Equity Classification ; Stockholders' Equity" in Section 15 , or any representation or warranty made by the Companythereinproving to have been false or inaccurate in any material respect when made or deemed made (it being understood and agreed that failure to comply with the Stockholders' Equity Requirement as of any applicable measurement date shall constitute such a material breach, failure, falsehood or inaccuracy) . (b) Notice of a Triggering Event . Within two ( 2 ) Business Days after becoming aware of the occurrence of a Triggering Event, the Company shall deliver written notice thereof via electronic mail to each Holder . 6. Rights Upon Fundamental Transactions. (a) Assumption . The Company shall not enter into or be party to a Fundamental Transaction unles s (i) (x) the Successor Entity or its Parent Entity (in which case, all subsequen t reference s to "Successor Entity" in this paragraph shall be deemed to refer to such Parent Entity) assume s in writing all of the obligation s of the Company under this Certificate of Designation s and the other Transaction Documents in accordanc e with the provisions of this Section 6 (a) pursuant to written agreement s in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction (such approva l not to be unreasonably withheld, conditioned or delayed), including agreement s to deliver to each Holder of Preferred Stock in exchang e for such Preferred Stock a security of the Successor Entity evidenced by a written instrumen t substantially similar in form and substance to this Certificat e of Designations, including, without limitation, having a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Stock held by the Holder s and having similar ranking to the Preferred Stock, and satisfactory to the Required Holder s and (y) the Successor Entity is a publicly traded corporation whos e common equity is quoted on or listed for trading on an Eligibl e Market or (ii) the Company exercise s its right of Company Optional Redemption in full effective upon the consummation of such Fundamental Transaction . Excep t in the cas e of the foregoing clause (ii), upon the occurrence of any Fundamental Transaction, (A) the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamenta l Transaction, the provisions of this Certificate of Designation s and the other Transaction Document s referring to the "Company" shall refer instead to the Successor Entity), and may exercis e every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of Designation s and the other Transaction Documents with the same effec t as if such Successor Entity had been named as the Company herein and therein, and (B) the Successor Entity shall deliver to each Holder confirmation tha t ther e shall be issued upon conversion of the Preferred Stock at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 15 , which shall continue to be receivabl e thereafter)) issuable upon the conversion of the Preferred Stock prior to such Fundamental Transaction, such shares of the publicly traded common equity (or their equivalent) of the Successor Entity which each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had all the Preferred Stock

to the extent the Company exercises its right of Company Optional Redemption effective 14 49 34 - 35 10 - 8 02 5 \ 7 held by each Holder been converted immediately prior to such Fundamental Transaction at the Conversion Price in effect at such time (without regard to any limitations on the conversion of thePreferred Stock contained in this Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations . Notwithstanding the foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6 (a) to permit the Fundamental Transaction without the assumption of the Preferred Stock . The provisions of this Section 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of the Preferred Stock . 7. Rights Upon Issuance of Purchase Rights and Other Corporate Events. (a) Purchase Rights . In addition to any adjustments pursuant to Section 8 and Section 15 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to all or substantially all of the record holders of shares of Common Stock (the "Purchase Rights"), then each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock and assuming for such purpose that all the Preferred Stock were converted at the Conversion Price as of the applicable record date) held by such Holder immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights, provided, however, to the extent that such Holder's right to participate in any such Purchase Right would result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Purchase Right to such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of such Holder until such time or times, if ever, as its right thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as ifthere had been no such limitation . (b) Other Corporate Events . In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a "Corporate Event"), except

Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate 15 4934 - 3510 - 8025 \ 7 upon the consummation of such Fundamental Transaction, the Company shall make appropriate provision to ensure that each Holder will thereafter have the right, at such Holder's option, to receive upon a conversion of all thePreferred Stock held by such Holder (i) such securities or other assets to which such Holder would have been entitled with respect to the shares of Common Stock receivable upon such conversion had such shares of Common Stock been held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock set forth in this Certificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive had the Preferred Stock held by such Holder initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate in effect at such time . Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders . The provisions of this Section 7 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion of the Preferred Stock set forth in this Certificate of Designations . 8. Rights Upon Issuance of Other Securities . (a) Voluntary Adjustment by Company . Subject to the rules and regulations of the Principal Market, the Company may at any time any Preferred Stock remain issued, with the prior written consent of the Required Holders, reduce the then current Conversion Price to any amount and for any period of time deemed appropriate by the Board . (b) Calculations . All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1 / 100 th of a share, as applicable . The number of shares of Common Stock issued at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock . The Company will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders . The Company will provide a schedule of such calculations to any Holder upon written request . 9. Non - circumvention . The Company hereby covenants and agrees, to the extent that it is within the power and control of the Company, that the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action as may be required to protect the rights of the Holders hereunder . Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Stock above the

16 4934 - 3 510 - 8025 \ 7 in order that the Company may validly and legally issue fully paid and non - assessable shares of Common Stock upon the conversion of Preferred Stock and (c) shall, so long as any Preferred Stock are issued, take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Stock, the maximum number ofshares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Stock then issued (without regard to any limitations on conversion contained herein) . Notwithstandinganything herein to the contrary, if each Holder is not permitted to convert such Holder's Preferred Stock in full for any reason (other than pursuant to restrictions set forth in Section 4 (d) hereof), the Company shall use its reasonable best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock . 10. Authorized Shares. (a) Reservation . So long as any Preferred Stock remain issued, the Company shall at all time s reserve out of its authorized and unissued Common Stock a number of shares of Common Stock equal to the sum of (i) l 00 % of the aggregate number of shares of Common Stock as shall from time to time be necessary to effec t the conversion of all of the Preferred Stock then issued at the Floor Price then in effec t (without regard to any limitation s on conversions ) and (ii) 100 % of the aggregate number of shares of Common Stock tha t would be necessary to effec t the conversion of that number of PIK Shares equal toeighteen ( 18 ) months of Dividends on the Preferred Stock then issued at the Floor Price then in effec t (without regard to any limitations on conversions set forth herein) (the "Required Reserv e Amount") . The Required Reserve Amount (including, without limitation, each increas e in the number of shares so reserved) shall be allocated pro rata among the Holder s based on the number of the Preferred Stock held by each Holder on each Issuanc e Date or increase in the number of reserved shares, as the case may be (the "Authorized Share Allocation") . In the event tha t a Holder shall sell or otherwise transfer any of such Holder's Preferred Stock, each transferee shall be allocated a pro rat a portion of such Holder's Authorized Share Allocation . Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Stock shall be allocated to the remaining Holder s of Preferred Stock, pro rata based on the number of the Preferred Stock then held by the Holders . (b) Insufficient Authorized Shares . If, notwithstanding Section 10 (a) and not in limitation thereof, at any time while any of the Preferred Stock remain issued the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Stock at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Stock then issued (or deemed issued pursuant to Section l 0 (a) above) . Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authori z ed Share Failure, but in no event later than sixty ( 60 ) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized Common Stock . Nothing contained

17 493 4 - 3 510 - 8 02 5 \ 7 in Section lO(a) or this Section l 0 (b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement . 11. Company Optional Redemption . (a) At any time, or from time to time, after the Issuance Date for the applicable Preferred Shares, the Company shall have the right to redeem all or any portion of such Preferred Shares (the "Company Optional Redemption") at a redemption price equal to the Conversion Amount of the Preferred Shares to be redeemed multiplied by I 05 % (such price, subject to adjustment as provided herein, the "Company Optional Redemption Price") . Notwithstanding the foregoing, the Company will not exercise its rights to Company Optional Redemption, or otherwise send a Notice of Company Optional Redemption, unless the Company has sufficient funds legally available to fully pay the Company Optional Redemption Price in respect of allPreferred Shares called for Company Optional Redemption . The Company Optional Redemption Price shall be paid in cash . Notwithstanding the foregoing, if on the date of the Notice of Company Optional Redemption or if at any time during the Company Optional Redemption Period, the Equity Conditions are not, or cease to be, satisfied, then the Company Optional Redemption Price shall be the greater of (x) such portion of the Conversion Amount multiplied by I 05 % and (y) the product of (A) such portion of the Conversion Amount multiplied by (B) the quotient determined by dividing (I) the highest VWAP for the Common Stock during the Company Optional Redemption Period by (II) the Conversion Price in effect on the Trading Day on which such highest VWAP occurs ; provided, such increased Company Optional Redemption Price shall apply only with respect to that portion of the Conversion Amount being redeemed that is convertible into a number of shares of Common Stock that would be required to be registered for resale under the RRA but are not so registered . (b) If the Company elects to effec t a Company Optional Redemption, the Company shall send to the Holders a written notic e (i) notifying the Holder s of the election of the Company to redeem all or the applicable part of the Preferred Shares and the date set for redemption (the "Company Optional Redemptio n Date"), (ii) stating the Conversion Amoun t subject to the Company Optional Redemption (the "Company Optional Redemptio n Amount"), (iii) stating the instructions a Holder must follow to receive payment, and (iv) stating the Company Optional Redemption Price therefor (such notice, a "Notice of Company Optional Redemption") . The Company Optional Redemption Date selected by the Company shall be no less than 12 Trading Days nor more than 60 Trading Days after the date on which the Company provides the Notic e of Company Optional Redemption to the Holder s (such period, "Company Optional Redemptio n Notice Period") . In the case of a partial redemption, then (x) the Preferred Share s to be redeemed will be selected pro rata among the Holders based on the number of the Preferred Shares held by each Holder on the Company Optional Redemption Date and (y) all Conversion Amounts converted by the Holder after the date of the Notice of Company Optional Redemption shall reduce the Company Optional Redemption Amount required to be redeemed on the Company Optional Redemption Date . (c) For the avoidance of doubt, the Holder may convert Preferred Shares, at any time and from time to time during or after a Company Optional Redemption Notice Period

18 493 4 - 3 510 - 8 02 5 \ 7 until 5 : 00 p . m . New York City time on the second ( 2 nd ) Business Day immediately before the applicable Company Optional Redemption Date, except to the extent the Company fails to pay the Company Optional Redemption Price for such Preferred Shares in accordance with this Section 11 . With respect to any portion of the Conversion Amount of the Preferred Shares which have not been converted by a Holder prior to the applicable Company Optional Redemption Date and have been specified to be redeemed by the Company pursuant to the Company Optional Redemption and which have been redeemed in accordance with the provisions of this Section 11 , (i) Dividends, if any, shall cease to accrue on such Preferred Shares, (ii) such Preferred Shares shall no longer be deemed outstanding and (iii) all rights with respect to such Preferred Shares shall cease and terminate . (d) Any such Notice of Company Optional Redemption given in accordance with the provision s of this Section 11 may, at the Company's discretion, be given prior to the completion of a transaction (including a Fundamental Transaction or other transaction) and be subject to the satisfaction (or waiver by the Company) of one or more conditions precedent, including, bu t not limited to, completion of a related transaction . If such Company Optional Redemption is so subjec t to satisfaction of one or mor e conditions precedent, such Notic e of Company Optiona l Redemption shall describe each such condition, and if applicable, shall state that, in the Company's discretion, the applicable Company Optiona l Redemption Date may be delayed until such time (including more than 60 days after the dat e the Notic e of Company Optiona l Redemption was delivered) a s any or all such condition s shall be satisfied (or waived by the Company), or such Company Optional Redemption may not occur and such Notic e of Company Optional Redemption may be rescinded in the event that any or all such condition s shall not have been satisfied (or waived by the Company) by such Company Optiona l Redemption Date, or by such Company Optional Redemption Date as so delayed . In addition, the Company mayprovide in such Notic e of Company Optional Redemption that payment of the Company Optional Redemption Price and performanc e of the Company's obligations with respect to such Company Optional Redemption may be performed by another Person . If any such condition preceden t has not been satisfied (or waived by the Company), the Company shall provide written notice to the Holders no later than the close of business on the third ( 3 rd) Busines s Day prior to the applicable Company Optional Redemption Date . To the extent any such condition preceden t is satisfied (or waived by the Company) prior to the Company Optiona l Redemption Date, the Company shall promptly provid e written notice to the Holder s of the completion of the condition s precedent . Upon the Company providing such written notice to the Holders, the Notice of Company Optional Redemption shall be rescinded or delayed, and the Company Optional Redemption of the Preferred Shares shall be rescinded or delayed, in each case , as provided in such Notic e of Company Optional Redemption . 12. Reserved. 13. Reserved. 14. Voting Rights. Holders of the Preferred Stock shall be entitled to written notice of all shareholders meetings or written consents, as well as copies of proxy materials and other

19 493 4 - 3 510 - 8 02 5 \ 7 information sent to shareholders . Notwithstanding the foregoing, except as required by applicable law or as expressly set forth herein, the holders of the Preferred Stock shall not be entitled to vote the Preferred Stock on any matter presented to the shareholders of the Company for their action or consideration, whether at a meeting or by written consent . 15. Covenants. For so long as any Preferred Stock are outstanding, without the prior written consent of the Required Holders: (a) Incurrence oflndebtedness . The Company shall not, nor shall the Company permit any of its Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness for borrowed money, except for Permitted Indebtedness . (b) Existence of Liens . The Company shall not, nor shall the Company permit any of its Subsidiaries to create, assume or suffer to exist any Lien to secure Indebtedness on any property or assets now owned or hereafter acquired by the Company or any of its Subsidiaries except for Permitted Liens . (c) Restriction on Redemption and Cash Dividends . The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital shares (other than as required by this Certificate of Designations) . (d) Preservation of Existence, Etc . The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary ; provided, however, that the Company shall not be required to preserve any such corporate existence of any of its Subsidiaries if, in the judgment of the Company, the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and all material assets of any such Subsidiaries have been assigned to the Company or another Subsidiary, in each case where such restructuring does not have a material impact on the Company's ability to comply with the provisions hereof . (e) Restricted Issuances . The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (i) issue any Preferred Stock (other than as contemplated by the Securities Purchase Agreement and this Certificate of Designations), (ii) issue any other securities that would cause a breach or default under this Certificate of Designations or (iii) other than where the use of proceeds is used to (x) redeem the Preferred Stock in full or (y) refinance the Company or its Subsidiary's Indebtedness existing as of the Subscription Date, create, or authorize the creation of, any additional class or series of capital shares of the Company (or any equity security convertible into or exercisable for anysuch class or series of capital shares of the Company) or issue or sell, or obligate itself to issue or sell, any equity securities of the Company ( or any equity security convertible into or exercisable for any such class or series of capital

20 493 4 - 3 510 - 8 02 5 \ 7 shares of the Company) that ranks on par or superior (except in the case of clause (y), in which case such securities may only rank par or junior) to the Preferred Stock as to dividends, distributions and payments upon the liquidation, dissolution or winding up of the Company or as to redemption or repurchase rights . (t) Stay, Extension and Usury Laws . To the exten t tha t i t may lawfully do so, the Company ( A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever clai m or take the benefi t or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenant s or the performance of this Certificat e of Designations ; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or imped e the execution of any power granted to the Holders by this Certificate of Designations, but will suffer and permi t the execution of every such power as though no such la w has been enacted . (g) Taxes . The Company and its Subsidiaries shall pay when due (taking into account all available extensions) all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except where the failure to pay would not, individually or in the aggregate, have a material adverse effect on the Company or any of its Subsidiaries) . The Company and its Subsidiaries shall file on or before the due date therefor (taking into account all available extensions) all personal property tax returns ( except where the failure to file would not, individually or in the aggregate, have a material adverse effect on the Company or any of its Subsidiaries) . Notwithstanding the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings , taxes for which they maintain adequate reserves therefor in accordance with U . S . GAAP . (h) Variable Rate Transaction . Neither the Company nor its Subsidiaries will be party to, enter into, effect or consummate any Variable Rate Transaction or enter into any agreement to effect or consummate any Variable Rate Transaction . "Variable Rate Transaction" means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock whereby the Company or any Subsidiary may sell securities at a future determined price (other than pursuant to a customary "weighted average" anti - dilution provision or standard and customary "preemptive" or "participation" rights) . Notwithstanding the foregoing , (i) shares of Common Stock issued and sold pursuant to the ATM Facility ; (ii) the issuance of Excluded Securities ; and (iii) the making of payments to customers, vendors or suppliers in the ordinary course of business consistent with past practice consisting of, or the consideration

21 493 4 - 3 510 - 8 02 5 \ 7 for which consists of, securities subject to a variable price shall not be deemed a Variable Rate Transaction for purposes of this Section 15(h). (i) Organizational Documents . The Company shall not amend, alter, modify, or repeal this Certificate of Designations, by the adoption or amendment of any Certificate of Designation or similar document, in each case, in any manner that materially adversely affects the rights of any of the Holders of the Preferred Stock . The Company shall not amend, alter, modify, or repeal its Certificate of Incorporation, bylaws or any other corporate governance document, in any manner that materially adversely affects the rights of any of the Holders of the Preferred Stock . (j) Agreement . The Company shall not enter into any agreement which would substantially impair its obligations under this Certificate of Designations or any other Transaction Document . (k) Independent Investigation . At the request of any Holder holding not less than $ 5 . 0 million in Stated Value of Preferred Stock either (x) at any time when a Triggering Event has occurred and is continuing, (y) upon the occurrence of an even t that with the passage of time or giving of notice would constitut e a Triggering Event or (z) at any time such Holder reasonably believe s a Triggering Event may have occurred or be continuing, the Company will permit an independent, reputable investment bank selected by the Company and approved by such Holder (such approva l not to be unreasonably withheld) to investigate, at the Company's expense (provided, however, that if such investigation is undertaken pursuant to the preceding clause (z) and, following such investigation, no Triggering Event is found to have occurred, such investigation shall be at the Holder's expense (and the Holder shall promptly reimburse the Company, if applicable)), as to whether any breach of the Certificate of Designations has occurred (the "Independent Investigator") ; provided that, absent the occurrence and continuanc e of a Triggering Event, no more than two ( 2 ) such investigations shall be permitted in any fiscal year . If the Independent Investigator determine s tha t such breach of the Certificate of Designation s has occurred, the Independen t Investigator shall notify the Company of such breach and the Company shall deliver written notice to each Holder of such breach . In connection with such investigation, the Independent Investigator may, upon reasonable notice and at such reasonable times during normal business hours, inspect all contracts, books, records, personnel, office s and other facilitie s and properties of the Company and its Subsidiarie s and, to the extent availabl e to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants (including the accountants' work papers) and any book s of account, records, reports and other paper s not contractually required of the Company to be confidentia l or secret, or subject to attorney - clien t or other evidentiary privilege, and the Independent Investigator may make such copies and inspection s thereof as the Independent Investigator may reasonably request ; provided that, prior to being permitted to engage in any such visitation, inspection or access rights provided for under this Section l 5 (k), such Independent Investigator shall have executed a standard confidentiality agreement in favor of the Company oncustomary term s reasonably satisfactory to the Company . The Company shall furnish the Independent Investigator with such financia l and operating data and other information with respec t to the business and properties of the Company as the Independent

22 493 4 - 3 510 - 8 02 5 \ 7 Investigator may reasonably request . The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company's officers, directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested . Notwithstanding the foregoing, this Section 15 (k) shall not require the Company to breach any confidentiality obligations owed to third parties or to waive the Company's attorney - client privilege . (l) Equity Classification : Stockholders' Equity . The Company represents, warrant s and covenants to each Holder tha t (i) the Preferred Stock shall be classified and treated as equity, and not as a liability, in the Company's financial statement s in accordance with U . S . GAAP, except solely to the exten t of any Derivative Liability permitted by clause (ii), (ii) neither the issuanc e of the Preferred Stock nor the existence, term s or operation of the conversion rights hereunder shall resul t in a Derivativ e Liability in excess of $ 2 , 000 , 000 or in any Derivative Liability that would cause the Company's stockholders' equity to be less than the Stockholders' Equity Requirement as of any fiscal quarter end, and (iii) the Company shall have stockholders' equity of at least the Stockholders' Equity Requirement as of the last day of each fiscal quarter . (m) Affiliated Debt . The Company shall not make any payments of principal or other payments, except for regularly scheduled payments of interest at the non - default rate of interest, on the Endeavor Debt and/or any other Indebtedness then held by an Affiliate of the Company . 16 . Liquidation, Dissolution . Winding - Up . In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its shareholders (the "Liquidation Funds"), before any amount shall be paid to the holders of any Junior Shares, but pari passu with any Parity Shares then issued, an amount per Preferred Share equal to the greater of (x) Stated Value and (y) the amount per share such Holder would receive if such Holder converted such Preferred Share into shares of Common Stock immediately prior to the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of Parity Shares, if any, then each Holder and each holder of Parity Shares shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder and such holder of Parity Shares as a liquidation preference, in accordance with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of Preferred Stock and all holders of Parity Shares . To the extent necessary, the Company shall cause such actions to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Section 16 . All the preferential amounts to be paid to the Holders under this Section 16 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Company to the holders ofJunior Shares inconnection with a Liquidation Event as towhich this Section 16 applies .

23 4934 - 35 1 . 0 - 8025 \ 7 17. Distribution of Assets . In addition to any adjustments pursuant to Section 7 (a) and Section 8 , if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way ofretum of capital or otherwise (including without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the "Distributions"), then each Holder, as holders of Preferred Stock, will be entitled to such Distributions as if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of the Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock and assuming for such purpose that the Preferred Share was converted at the current Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken forsuch Distribution or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for such Distributions (provided, however, that to the extent that such Holder's right to participate in any such Distribution would result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Distribution to the extent of anysuch excess over the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of such Holder until such time or times as its right thereto would not result in such Holder and the other Attribution Parties exceeding theMaximum Percentage, at which time or times, ifany,such Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation) . 18. Vote to Change the Terms of or Issue Preferred Stock . For so long as any Preferred Stock are issued and outstanding, in addition to any other rights provided by law, except where the vote or written consent of the holders ofa greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, the Company shall not : (a) amend, alter, modify or repeal any provision of, or add any provision to, its Certificate of Incorporation, or file any certificate of designations or certificate of amendment of any series of stock , including this Certificate of Designations, ifsuch actionwould materially adversely alter or change in any respect the preferences, rights, privileges or powers, orrestrictions provided for the benefit of the Preferred Stock hereunder, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise ; (b) increase or decrease (other than by conversion) the authorized number of Preferred Stock ; (c) without limiting any provision of Section 2 , create orauthorize (by reclassification or otherwise) any new class or series of Senior Preferred Stock or Parity Shares ; (d) purchase, repurchase or redeem any Junior Shares (other than pursuant to the terms of the Company's equity incentive plans and options and other equity awards granted under such plans (that have in good faith been approved by the Board)) ; (e) without limiting any provision of Section 2 , pay dividends or make any other distribution on any shares of any Junior Shares ; (f) issue any Preferred Stock other than as contemplated hereby or pursuant to the Securities Purchase Agreement ; (g) become subject to any agreement that would restrict the Company's ability to perform its obligations under this Certificate of Designations ; or

24 4934 - 35 10 - 8025 \ 7 (h) without limiting any provision of Section 9, whether or not prohibited by the terms of the Preferred Stock, circumvent a right of the Preferred Stock hereunder. 19. Transfer of Preferred Stock . A Holder may not transfer all or any portion of its Preferred Stock without the express prior written consent of the Company (through its Board), except for any transfer to an Affiliate of such Holder, to the Company, to YA II PN, LTD . , a Cayman Islands exempt limited company ("Yorkville") or any of its Affiliates, or to any other Person in connection with, or upon the exercise of, any rights or remedies of Yorkville under the Pledge and Security Agreement . Notwithstanding the foregoing, a Holder may pledge all or any portion of its Preferred Stock to Yorkville pursuant to the Pledge and Security Agreement without the prior written consent of the Company . Any transfer of Preferred Stock shall be in compliance with all applicable securities laws and Sections 4 . 1 and 5 . 7 of the Securities Purchase Agreement . Any purported transfer of Preferred Stock in violation of this Certificate of Designations shall be null and void, and no such transfer shall be recorded on the Company's books and the purported transferee in any such transfer shall not be treated (and the Holder proposing to make any such transfer shall continue to be treated) as the owner of such Preferred Stock for all purposes of this Certificate of Designations . Each Holder shall pay all costs and expenses incurred by the Company in connection with any transfer of Preferred Stock by such Holder . 20. Reissuance of Certificates. (a) Transfer . If any Preferred Stock represented by a stock certificate are to be transferred, the applicable Holder shall provide written notice of such transfer to the Company and surrender to the Company the stock certificate representing such Preferred Stock, together with a duly executed instrument of transfer, whereupon the Company shall forthwith issue and deliver, upon the order of such Holder, a new stock certificate registered in such name or names as such Holder may request, representing the number of Preferred Stock being transferred by such Holder and, ifless than all of the Preferred Stock represented by the surrendered stock certificate are being transferred, a new stock certificate (in accordance with Section 20 (c)) to such Holder representing the number of Preferred Stock not being transferred . (b) Certificated Exchangeable for Different Denominations . Each stock certificate may be exchanged by the applicable Holder , upon surrender of such stock certificate to the Company together with written notice to the Company , for two or more new stock certificates (in accordance with Section 20 (c)) representing, in the aggregate, the number of Preferred Stock represented by the original stock certificate, and each such new stock certificate shall represent such portion of such number of Preferred Stock represented by the original stock certificate as is designated in writing by such Holder at the time of such surrender . (c) Issuance of New Certificates . Whenever the Company is required to issue a new stock certificate pursuant to the terms of this Certificate of Designations, such new stock certificate (i) shall represent, as indicated on the face of such stock certificate, the number of Preferred Stock then represented thereby, which, when added to the number of Preferred Stock represented by the other new stock certificate or stock certificates issued in connection with such issuance , does not exceed the number of Preferred Stock

25 4934 - 35 10 - 8025 \ 7 represented by the original stock certificate immediately prior to such issuance, and (ii) shall have an issuance date, as indicated on the face of such new stock certificate, which is the same as the issuance date of such original stock certificate . 21. Remedies . Characterizations . Other Obligations . Breaches and Injunctive Relief . The remedie s provided in this Certificat e of Designations shall be cumulative and in addition to all other remedie s availabl e under this Certificate of Designation s and any of the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit any Holder's right to pursue actua l and consequential damages for any failur e by the Company to comply with the term s of this Certificat e of Designations . No failur e on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operat e as a waiver thereof ; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other or further exercis e thereof or the exercis e of any other right, power or remedy . In addition, the exercise of any right or remedy of a Holder a t law or equity or under this Certificate of Designation s or any of the documents shall not be deemed to be an election of such Holder's rights or remedie s under such documents or at law or equity . The Company covenant s to each Holder tha t there shall be no characterization concerning this instrument other than as expressly provided herein . Amounts set forth or provided for herein with respec t to payments, conversion and the like (and the computation thereof) shall be the amount s to be received by a Holder and shall not, excep t as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof) . The Company acknowledges that a breach by it of its obligations hereunder will cause irreparabl e harm to the Holder s and tha t the remedy at law for anysuch breach may be inadequate . The Company therefore agrees that, in the even t of anysuch breach or threatened breach, each Holder shall be entitled, in addition to allother availabl e remedies, to specifi c performance and/or temporary, preliminary and permanent injunctiv e or other equitable relief from any court of competent jurisdiction in anysuch cas e withou t the necessity of proving actual damages and without posting a bond or other security . The Company shall provid e all information and documentation to a Holder that is reasonably requested in writing by such Holder to enabl e such Holder to confirm the Company's compliance with the term s and condition s of this Certificate of Designations ; provided that, to the exten t the Company indicates to such Holder that the requested information or documentation may contain material non - publi c information, such information or documentation will not be provided to such Holder withou t such Holder's express prior written consent . 22. Payment of Collection, Enforcement and Other Costs . If (a) any Preferred Stock are placed in the hands of an attorney for collection or enforcement or are collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate of Designations with respect to the Preferred Stock or to enforce the provisions of this Certificate of Designations or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors' rights and involving a claim under this Certificate of Designations, then the Company shall pay the costs reasonably incurred bysuch Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys' fees and disbursements . The Company expressly acknowledges and agrees that no amounts due under this Certificate of Designations with respect to any Preferred Stock shall be affected, or limited, by the fact that the purchase price paid for each Preferred Share was less than the original Stated Value thereof .

26 4934 - 35 10 - 8025 \ 7 23. Construction ; Headings . This Certificate of Designations shall be deemed to be jointly drafted by the Company and the Holders and shall not beconstrued against anysuch Person as the drafter hereof . The headings of this Certificate of Designations are for convenience of reference and shall not form part of, or affect the interpretation of, this Certificate of Designations . Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof . The terms "including," "includes," "include" and words of like import shall be construed broadly as if followed by the words "without limitation . " The tenns "herein,""hereunder," "hereof' and words oflike import refer to this entire Certificate of Designations instead of just the provision in which they are found . Unless expressly indicated otherwise, all section references are to sections of this Certificate of Designations . Terms used in this Certificate of Designations and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Initial Issuance Date in such other Transaction Documents unless otherwise consented to in writing by the Required Holders . 24. Failure or Indulgence Not Waiver . No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege . No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party . Notwithstanding the foregoing, nothing contained in this Section 24 shall permit any waiver of any provision of Section 4 (d) . 25. Dispute Resolution. (a) Submission to Dispute Resolution for Certain Matters . (x) In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two ( 2 ) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) ifbysuch Holder at any time after such Holder learned of the circumstances giving rise to such dispute . If such Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate, at any time after the tenth ( 10 th) Business Day following such initial notice by the Company or such Holder (as the case may be) of such dispute to the Company or such Holder (as the case may be), then such Holder and the Company may select an independent, reputable investment bank mutually agreeable in good faith to them to resolve such dispute . (xi) Such Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 25 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5 : 00 p . m . (New

27 4934 - 35 I 0 - 8025 \ 7 York time) by the fifth ( 5 th) Business Dayimmediately following the date onwhich such investment bank was selected (the "Dispute Submission Deadline") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the "Required Dispute Documentation") (it being understood and agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (andhereby waives its right to) deliver or submit any written documentation or other support tosuch investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline) . Unless otherwise agreed to in writing by both the Company and such Holder or otherwise requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any written documentation or other suppo 1 t to such investment bank in connection with such dispute (other than the Required Dispute Documentation) . (xii) The Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such Holder of such resolution no later than ten ( 10 ) Business Days immediately following the Dispute Submission Deadline . The fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank's resolution of such dispute shall be final and binding upon all parties absent manifest error . (b) Miscellaneous . The Company expressly acknowledges and agrees that (i) this Section 25 constitutes an agreement to arbitrate between the Company and each Holder (and constitutes an arbitration agreement) under † 7501 , et seq . of the New York Civil Practice Law and Rules ("CPLR") and that any Holder is authorized to apply for an order to compel arbitration pursuant to CPLR † 7503 (a) in order to compel compliance with this Section 25 , (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) the consideration per share at which an issuance or deemed issuance of shares of Common Stock occurred, (B) whether any issuance or sale or deemed issuance or sale of shares of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, and (C) whether an agreement, instrument, security or the like constitutes an Option or Convertible Security, (iii) the terms of this Certificate of Designations and each other applicable Transaction Document shall serve as the basis for the selected investment bank's resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Certificate of Designations and any other applicable Transaction Documents, (iv) either the Company or the applicable Holder (and only such Holder with respect to disputes solely relating to such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 25 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section

28 4934 - 3510 - 8025 \ 7 25 and (v) nothing in this Section 25 shall limit such Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 25 ) . 26. Notices : Currency ; Payments . (a) Notices . The Company shall provide each Holder ofPreferred Stock with prompt written notice of all material actions taken pursuant to the terms of this Certificate of Designations, including in reasonable detail a description of such action and the reason therefor ; provided that the Company shall not be required to provide any such notice in connection with (x) a Conversion Notice except as set forth in Section 4 or (y) transfers of any stock certificate . Without limiting the generality of the foregoing and unless disclosed by the Company in a press release or in a filing on Form 8 - K, the Company shall give written notice to each Holder (i) immediately upon anyadjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen ( 15 ) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property to holders of all or substantially all shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or simultaneously with such notice being provided to such Holder by issuance of press release or the filing of Form 8 - K with the SEC . Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing and shall be given in accordance with Section 5 . 4 of the Securities Purchase Agreement . (b) Currency . All dollar amounts referred to in this Certificate of Designations are in United States Dollars ("U . S . Dollars"), and all dollar amounts owing under this Certificate ofDesignations shall be paid in U . S . Dollars . All amounts denominated in other currencies (if any) shall be converted into the U . S . Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation . "Exchange Rate" means, in relation to any amount of currency to be converted into U . S . Dollars pursuant to this Certificate of Designations, the U . S . Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period of time) . (c) Payments . Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations , unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time . Whenever any amount expressed to be due by the terms of this Certificate of Designations is due on any daywhich is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day . Any amount due under the Transaction Documents in cash which is not paid when due (except to the extent such amount is simultaneously accruing Dividends) shall

29 4934•3510 - 8025 \ 7 result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of ten percent ( 10 % ) per annum from the date such amount was due until the same is paid in full ("Late Charge") . 27. Waiver ofNotice . To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of Designations and the Securities Purchase Agreement . 28. Governing Law . This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the DGCL, without giving effect to any choice oflaw or conflict oflaw provision or rule (whether of the DGCL or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware . Except as otherwise required by Section 25 above, the Company and each Holder (by acceptance of its Preferred Stock) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper . Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law . Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to such Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 25 above . THE COMPANY AND EACH HOLDER (BY ACCEPTANCE OF ITS PREFERRED STOCK) HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HERKBY . 29. Judgment Currency. (a) If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 29 referred to as the "Judgment Currency") an amount due in U . S . dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding : (x) the date of actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such conversion being made on such date : or

30 4934 .3 510 - 8025 \ 7 (xi) the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 29 (a)(ii) being hereinafter referred to as the "Judgment Conversion Date") . (b) If in the case of any proceeding in the court of any jurisdiction referred to in Section 29 (a)(ii) above, there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date . (c) Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Certificate of Designations . 30 . Severability . If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of Designations as somodified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties . The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to tha t of the prohibited, invalid or unenforceable provision(s) . 3 l . Maximum Payments . Without limiting Section 5 . 2 of the Securitie s Purchase Agreement, nothing contained herein shall be deemed to establish or require the paymen t of a rate of interest or other charges in excess of the maximu m pennitted by applicabl e law . In the event tha t the rate of interes t required to be paid or other charge s hereunder exceed the maximum permitted by such law, any payment s in excess of such maximum shall be credited agains t amounts owed by the Company to the applicable Holder and thus refunded to the Company . 32 . Amendment . Excep t for Section 4 (d), which may not be amended or waived hereunder, this Certificate of Designations or any provision hereof may be amended by obtaining the affirmativ e vot e at a meeting duly called for such purpose, or written consent withou t a meeting in accordance with the DGCL, of the Required Holders, voting separately as a singl e class, and with such other shareholder approval, if any, as may then be required pursuan t to the DGCL and the Certificat e oflncorporation .

31 4934 - 35 10 - 8025 \ 7 33. Certain Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings: " 1933 Act" means the Securities Act of 1933 , as amended, and the rules and regulations thereunder . " 1934 Act" means the Securities Exchange Act of 1934 , as amended, and the rules and regulations thereunder . "Additional Amount" means, as of the applicable date of determination, with respect to each Preferred Share, all unpaid Dividends that have accrued on such Preferred Share and any other unpaid amounts then due and payable hereunder with respect to such Preferred Share . "Additional Issuance Date" means, for any date after the Initial Issuance Date where Preferred Stock are issued pursuant to the Securities Purchase Agreement, the issuance date for such Preferred Stock . "Affiliate" or "Affiliated" means, with respect to anyspecified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person, with "control" having the meaning ascribed to such term in Rule 405 under the Securities Act of 1933 , as amended . "Affiliated Party" means, with respect to any natural person, (i) any company, partnership, trust or other entity for which such natural person (or such natural person's estate) has dispositive or voting power with respect to the equity securities of the Company held by such company, partnership, trust or other entity ; (ii) any trust the beneficiaries of which consist solely of such natural person, any Family Member of such natural person or any person described in clause (i) ; (iii) the trustees, legal representatives, beneficiaries or beneficial owners (in each case, solely in such capacity and not in their individual or other capacities) of any such company, partnership, trust or other entity referred to in clause (i) or (ii) ; (iv) the estate of such natural person (it being understood, for the avoidance of doubt, that this clause (iv) will not include any person to whom any securities are transferred from anysuch estate) ; and (v) the Family Members of such natural person . "Approved Share Plan" means any employee benefit plan which has been approved by the Board prior to or subsequent to the Subscription Date pursuant to which shares of Common Stock and options to purchase shares of Common Stock or other awards convertible, exercisable for or exchangeable for shares of Common Stock may be issued to any employee, officer, consultant, director or other service provider of the Company or any of its Subsidiaries for services provided to the Company or any of its Subsidiaries in their capacity as such . "ATM Facility" means the Company's "at the market" facility with H . C . Wainwright & Co . , LLC for the issuances of Common Stock at prevailing market prices from time to time . "Attribution Parties" means, collectively, the following Persons and entities : (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed or advised

32 4934 - 35 10 - 8025 \ 7 by a Holder's investmen t manager or any of its Affiliates or principals, (ii) any direc t or indirec t Affiliates of such Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with such Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Common Stock would or could be aggregated with such Holder's and the other Attribution Partie s for purposes of Section 13 (d) of the 1934 Act . For clarity, the purpose of the foregoing is to subject collectively such Holder and all other Attribution Partie s to the Maximum Percentage . "Bankruptcy Law" means Title 11 , United States Code, or any similar U . S . federal or state or non - U . S . law for the relief of debtors . "Bloomberg" means Bloomberg, L . P . "Book - Entry" means each entry on the Register evidencing one or more Preferred Stock that has been converted into shares of Common Stock . "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed ; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter - in - place", "non - essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day . "Capital Lease Obligation" means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under U . S . GAAP ; the amount of such obligations shall be the capitalized amount thereof determined in accordance with U . S . GAAP, and the final maturity of such obligations shall be the date of the last payment of such amounts due under such lease (or other arrangement) prior to the first date on which such lease (or other arrangement) may be terminated by the lessee without payment of a premium or a penalty ; and, for the purposes of this Certificate of Designations, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with U . S . GAAP . "Closing Bid Price" and "Closing Sale Price" mean, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be), then the last bid price or last trade price, respectively, of such security prior to 4 : 00 : 00 p . m . , New York City time, as reported by Bloomberg, or, if the Principal Market isnot the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal

33 4934 - 35 10 - 8025 \ 7 securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over - the - counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bidprices, or the ask prices, respectively, of any market makers for such security as reported in the "pink sheets" by OTC Markets Group Inc . (formerly Pink Sheets LLC) . If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders . If the Company and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 25 . All such determinations shall be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions during such period . "Common Stock" means (i) the Company's common stock, $ 0 . 001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock . "Contingent Obligation" means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto . "Convertible Securities" means any shares or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Common Stock . "Current Subsidiary" means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns more than fifty percent (50%) of the outstanding voting power of the capital shares or equity or similar interests of such Person entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or shareholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such Person; or (ii) controls the business , operations or administration of such Person, and all of the foregoing, collectively, "Current Subsidiaries". For purposes of this definition, "control" means t he power to direct the management and the policies of such Person, whether through the ownership of voting capital, by contract or otherwise. "Derivative Liability" means any derivative, embedded derivative or other liability required under U.S. GAAP to be recorded on the Company's balance sheet as a result of

34 4934 - 35 10 - 8025 \ 7 the issuance of the Preferred Stock or the existence, terms or operation of the conversion rights under this Certificate of Designations. "Dividend Rate" means five percent (5%) or eighteen percent (18%) per annum upon the occurrence and continuation of a Triggering Event. "Eligible Market" means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, or, in each case, any successor thereto . "Equity Conditions" means, with respect to a given date or period of determination, on each day during the period beginning thirty ( 30 ) Trading Days prior tosuch applicable date of determination and ending on and including such applicable date of determination (the "Equity Conditions Measuring Period") (i) all shares of Common Stock issuable upon conversion of the Preferred Shares that would be required to be registered for resale under the RRA shall be eligible to be resold by the Holders without restriction or any legend under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Preferred Shares) ; (ii) the Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Shares) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on such Eligible Market nor shall delisting or suspension by such Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of such Eligible Market ; (iii) the Company shall have delivered all shares of Common Stock issuable upon conversion of the Preferred Shares on a timely basis as set forth in Section 4 hereof and all other shares of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents ; (iv) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated ; (v) none of the Holders shall be in possession of any material, non - public information provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like ; and (vi) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been substantially in compliance with, and shall not have breached in any material respect any representation or warranty (other than representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document in any material respect, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured as of or after the date that is ten ( 10 ) Trading Days prior to the applicable date of determination . "Excluded Securities" means (i) Common Stock or options to purchase Common Stock or other awards convertible, exercisable for or exchangeable for shares of Common Stock

35 4934 - 3 510 - 8025 \ 7 issued or issuable to directors, consultants, officers, employees or other service providers of the Company or any of its Subsidiaries for services rendered to the Company or any of its Subsidiaries in their capacity as such pursuant to an Approved Share Plan, provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that materially adversely affects any of the Holders ; (ii) Convertible Securities and/or shares of Common Stock issued or issuable upon the conversion or exercise of Convertible Securities (other than options to purchase shares of Common Stock or other awards convertible, exercisable for or exchangeable for shares of Common Stock issued or issuable pursuant to an Approved Share Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion, exercise or issuance price of anysuch Convertible Securities (other than options to purchase shares of Common Stock or other awards convertible, exercisable for or exchangeable for shares of Common Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) is not lowered ( other than in accordance with the terms thereof in effect as of the Subscription Date), none of such Convertible Securities (other than options to purchase shares of Common Stock or other awards convertible, exercisable for or exchangeable for shares of Common Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder (other than in accordance with the terms thereof in effect as of the Subscription Date) and none of the terms or conditions of any such Convertible Securities ( other than options to purchase shares of Common Stock or other awards convertible, exercisable for or exchangeable for shares of Common Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) are otherwise materially changed in any manner that materially adversely affects any of the Holders ; (iii) the shares of Common Stock issuable upon conversion of the Preferred Stock or otherwise pursuant to the terms of this Certificate of Designations ; provided, that the terms of this Certificate of Designations are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms hereof in effect as of the Subscription Date) ; and (iv) securities issued as consideration for the acquisition of another entity by the Company by merger, purchase of substantially all of the assets or other reorganization or bona fide joint venture agreement, provided that such issuance is approved by the majority of the disinterested directors of the Company . "Family Member" means, with respect to any individual, any other individual having a relationship by blood (to the second degree of consanguinity), marriage (including former spouses), domestic partnership (including former domestic partners) or adoption to such individual . "Floor Price" means $ 1 . 80 (as adjusted for share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the Subscription Date) . "Fundamental Transaction" means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity, unless, for purposes of any Section hereunder other

36 4934 - 3 510 - 8025 \ 7 than Section l l(c), the holders of shares of Common Stock of the Company immediately prior to such consolidation or merger continue to hold at least 50 % of the aggregate ordinary voting power represented by the shares of Common Stock of the Company (or the surviving or acquiring entity), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, to one or more Subject Entities, other than solely to one or more of the Company's wholly owned Subsidiaries, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its shares of Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50 % of the issued shares of Common Stock, (y) 50 % of the issued shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not issued, or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13 d - 3 under the 1934 Act) of at least 50 % of the issued shares of Common Stock, or (iv) consummate a shares or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin - off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, in any transaction or series ofrelated transactions, acquire, either (x) at least 50 % of the issued shares of Common Stock, (y) at least 50 % of the issued shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such shares purchase agreement or other business combination were not issued, or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13 d - 3 under the 1934 Act) of at least 50 % of the issued shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, unless the holders of the shares of Common Stock of the Company immediately prior to such reorganization, recapitalization or reclassification continue to hold at least 50 % of the aggregate ordinary voting power represented by the shares of Common Stock of the Company (or the surviving entity), (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate, other than the Company or its wholly owned Subsidiaries, or their respective employee benefit plans, to be or become the "beneficial owner" (as defined in Rule 13 d - 3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in issued Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin - off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever , of either (x) at least 50 % of the aggregate ordinary voting power represented by issued shares of Common Stock, (y) at least 50 % of the aggregate ordinary voting power represented by issued shares of Common Stock not held by all such Subject Entities as of the date of this Certificate of Designations calculated as if any shares of Common Stock held by all such Subject Entities were not issued, or (z) a percentage of the aggregate ordinary voting power represented by issued

37 4934 - 3 510 - 8025 \ 7 shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner intended to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction . "Group" means a "group" as that term is used in Section 13 (d) of the 1934 Act and as defined in Rule 13 d - 5 thereunder . "Holder Pro Rata Amount" means, with respect to any Holder, a fraction (i) the numerator of which is the number of Preferred Stock issued to such Holder pursuant to the Securities Purchase Agreement on the Initial Issuance Date and (ii) the denominator of which is the number of Preferred Stock issued to all Holders pursuant to the Securities Purchase Agreement on the Initial Issuance Date . "Indebtedness" of any Person means, without duplication (A) all obligations of such Person for borrowed money, (B) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent such obligations would appear as a liability on a balance sheet of such Person prepared in accordance with U . S . GAAP, (C) all guarantees by such Person oflndebtedness of others, (D) all Capital Lease Obligations of suchPerson, (E) all obligations, contingent orotherwise, of such Person as an account party in respect of letters of credit, letters of guaranty, bank guarantees, bankers' acceptances and similar instruments and, (F) to the extent not otherwise included in this definition, net obligations of such Person under hedging obligations entered into by such Person in the ordinary course of business and entered into for bona fide hedging purposes (and not for speculative purposes) as determined in good faith by the Company (the amount of anysuch obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such person at the termination of such agreement or arrangement) ; provided that the term "Indebtedness" shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller, (iii) contingent indemnity and similar obligations incurred in the ordinary course of business, (iv) Indebtedness of any parent entity (for which none of the Company or any Subsidiary is liable) appearing on the balance sheet of the Company solely by reason of push down accounting under U . S . GAAP, (v) obligations in connection with government auctions, subsidies, benefits or similar programs or processes, and (vi) obligations under any license, permit or other approval (or guarantees in respect of such obligations) incurred prior to the Subscription Date or in the ordinary course of business . The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner), to the extent such Person is liable therefor as a result of such Person's ownership interest in or other

38 4934 - 3 510 - 8025 \ 7 relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor . For all purposes hereof, the Indebtedness of the Company and any of its Subsidiaries shall exclude (i) intercompany liabilities between and among them arising solely from their cash management, tax and accounting operations in the ordinary course of business and (ii) intercompany loans, advances or Indebtedness between and among them having a term not exceeding 364 days (inclusive of any rollover, conversion or extension terms) and made in the ordinary course of busine s s . "Initial Issuance Date" means the date Preferred Stock are first issued pursuant to the Securities Purchase Agreement . "Issuance Date" means the Initial Issuance Date or Additional Issuance Date, as applicable . "Liens" means, with respect to any asset, (a) any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, encumbrance, collateral assignment, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or titleretention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset . "Liquidation Event" means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries, taken as a whole . "Non - assessable" means, with respect to the issuance of shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on shares of the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil) . "Options" means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities . "Parent Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person and whose Common Stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction . "Permitted Indebtedness" means : (a) any Indebtedness arising in the ordinary course of business in connection with trade payables;

39 4934 - 3 510 - 8025 \ 7 (b) any Indebtedness arising in the ordinary course of business in connection with project financing or to finance Capital Lease Obligations in an aggregate amount outstanding not to exceed $ 500 , 000 ; (c) any Indebtedness under that certain Revolving Line of Credit Promissory Note payable to Endeavor Blockchain, LLC (for the avoidance of doubt, including any interest thereon) or any refinancing of such Indebtedness (the "Endeavor Debt") ; (d) any Indebtedness set forth in Schedule 3 . l(aa) to the Securities Purchase Agreement (for the avoidance of doubt, including any interest thereon) as in effect on the Initial Issuance Date ; (e) any intercompany Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries ; (f) any Indebtedness consented to by the Required Holders; and (g) any Indebtedness where the proceeds are to be used to pay the Company Optional Redemption Price upon the Company's exercise of its Company Optional Redemption right . "Permitted Liens" means any Lien securing Permitted Indebtedness, except to the extent such Permitted Indebtedness is specified as being unsecured . "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof . "Principal Market" means, as of any date of determination, the Eligible Market on which the shares of Common Stock are then listed or quoted. "RRA" means the Registration Rights Agreement, dated June 30, 2026, between the Company and the Holders. "SEC" means the United States Securities and Exchange Commission or the successor thereto. "Securities Purchase Agreement" means that certain securities purchase agreement by and among the Company and the initial holders of Preferred Stock, dated as of the Subscription Date, as may be amended from time to time in accordance with the terms thereof . "Significant Subsidiary" means, as of any date of determination, any Subsidiary of the Company that constitutes, or any group of Subsidiaries of the Company that, in the aggregate, would constitute, a "significant subsidiary" (as defined in Rule 1 - 02 (w) of Regulation S - X under the 1934 Act) of the Company .

40 4934 - 3 510 - 8025 \ 7 "Stated Value" shall mean $ 1 , 000 per share, subject to adjustment for share splits, share dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after theIssuance Date with respect to the Preferred Stock . "Stockholders' Equity Requirement" means $ 5 , 000 , 000 of stockholders' equity of the Company, determined in accordance with U . S . GAAP, as of the last day of each fiscal quarter or such other stockholders' equity required for the Company to remain eligible for continued listing on the Nasdaq Capital Market . "Subscription Date" means June 30 , 2026 . "Subject Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group . "Subsidiaries" means, with respect to any Person, (A) any corporation, company, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent ( 50 % ) of the total voting power of the common equity entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders' or shareholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person ; and (B) any partnership or limited liability company where (i) more than fifty percent ( 50 % ) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, ofsuch partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form ofmembership, general, special or limited partnership or limited liability company interests or otherwise ; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company . "Successor Entity" means the Person formed by, resulting from or survtvmg any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into . "Trading Day" means, as applicable, (x) with respect to all price or trading volume determinations relating to the shares of Common Stock, any day on which the shares of Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the shares of Common Stock, then on the principal securities exchange or securities market on which the shares of Common Stock are then traded, provided that "Trading Day" shall not include any day on which the shares of Common Stock are scheduled to trade onsuch exchange or market for less than 4 . 5 hours or any day that the shares of Common Stock are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4 : 00 : 00 p . m . , New York City time) unless such day is otherwise designated as a Trading Day in writing by the applicable Holder or (y) with respect to all determinations

41 4934 - 3 510 - 8025 \ 7 other than price determinations relating to the shares of Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities . "Transaction Documents" means the Securities Purchase Agreement, this Certificate of Designations and each of the other agreements and instruments entered into or delivered by the Company or any of the Holders in connection with the transactions contemplated by the Securities Purchase Agreement, all as may be amended from time to time in accordance with the terms thereof "U . S . GAAP" means United States generally accepted accounting principles, consistently applied . "VWAP" means, for anysecurity as of any date, the dollar volume - weighted average price for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which suchsecurity is then traded), during the period beginning at 9 : 30 : 00 a . m . , New York City time, and ending at 4 : 00 : 00 p . m . , New York time, as reported by Bloomberg through its "VAP" function (set to 09 : 30 : 00 start time and 16 : 00 : 00 end time) or, if the foregoing does not apply, the dollar volume - weighted average price of such security in the over - the - counter market on the electronic bulletin board for such security during the period beginning at 9 : 30 : 00 a . m . , New York time, and ending at 4 : 00 : 00 p . m . , New York time, as reported by Bloomberg, or, if no dollar volume - weighted average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest closing ask price of any of the market makers for such security as reported in the "pink sheets" by OTC Markets Group Inc . (formerly Pink Sheets LLC) . If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VW AP of such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders . If the Company and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 25 . All such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during such period . 34 . Disclosure . Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate ofDesignations, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non - public information relating to the Company and its Subsidiaries, taken as a whole, the Company shall within two ( 2 ) Business Days of such receipt or prior to (or simultaneous with) such delivery, as applicable, publicly disclose such material, non - public information on a Current Report on Form 8 - K or otherwise . In the event that the Company believes that a notice contains material, non - public information relating to the Company or any of its Subsidiaries , the Company so shall indicate to such Holder explicitly in writing in such notice (or immediately upon receipt of notice from such Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from such Holder), such Holder shall be allowed to presume that information contained in the notice does not constitute material, non - public information relating to the Company or any of its Subsidiaries . If the Company or any of its Subsidiaries provides material non - public information to a Holder that is not simultaneously filed

42 4934 , 3 510 - 8025 \ 7 in a Current Report on Form 8 - K and such Holder has not agreed to receive such material non - public information, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non - public information . Nothing contained in this Section 34 shall limit any obligations of the Company, or any rights of any Holder, under Section 4 . 4 of the Securities Purchase Agreement . 35 . Absence of Trading and Disclosure Restrictions . The Company acknowledges and agrees that no Holder is a fiduciary or agen t of the Company and that, subject to such Holder's compliance with the provisions of Section 4 . 6 of the Securities Purchase Agreement, each Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securitie s while in possession of such information, in each case, in the absenc e of a written non - disclosure agreement signed by an officer of such Holder tha t explicitly provide s for such confidentiality and trading restrictions . In the absence of such an executed, written non - disclosure agreement, the Company acknowledges that, subject to such Holder's complianc e with the provision s of Section 4 . 6 of the Securities Purchase Agreement, each Holder may freely trade in any securitie s issued by the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information to any third party . * * *

IN WITNESS WHEREOF, the Company has caused this Certificate ofDesignations of Series D Convertible Preferred Stock of Big Digital Energy, Inc. to be executed this 30th day of June, 2026. Name:Kaliste Saloom Title: Authorized Officer Signature Page to Certificate of Designations of the Series D Convertible Preferred Stock of Big Digital Energy, Inc.

EXHIBIT I BIG DIGITAL ENERGY, INC. CONVERSION NOTICE Reference is made to the Certificate of Designations of Series D Convertible Preferred Stock of Big Digital Energy, Inc . (the "Certificate of Designations") . ln accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series D Convertible Preferred Stock, $ 0 . 001 par value per share (the "Preferred Stock''), of Big Digital Energy, Inc . , a Delaware corporation (the "Company"), indicated below into shares of Common Stock, $ 0 . 001 value per share (the "Common Stock"), of the Company, as of the date specified below . Date of Conversion: Aggregate number of Preferred Stock to be converted Aggregate Stated Value of such Preferred Stock to be converted: Aggregate accrued and unpaid Dividends with respect to such Preferred Stock, and such Aggregate Dividends to be converted: AGGREGATE CONVERSION AMOUNT TOBE CONVERTED: Please confirm the following information: Conversion Price: Number of shares of Common Stock to be issued: Please issue the Common Stock into which the applicable Preferred Stock are being converted to Holder, or for its benefit, as follows: [] Check here if requesting delivery in book - entry form to the following name and to the following address: Issue to: I - 1 4 9 08 - 8 9 14 - 4 2 4 8 v.14 4 9 34 - 35 10 - 802 5 \ 7 [ ] Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTCNumber: Account Number:

Date: 4934 - 3510 - 80 2 5 \ 7 Name of Registered Holder By: _ Name: Title: Tax ID: Facsimile: E - mail Address: - --- - 4908 - 8914 - 4248 v.14 I - 2

4934 - 3510 - 80 2 5 \ 7 EXHIBIT II EMAIL ACKNOWLEDGMENT The Company acknowledges receipt of this Conversion Notice and hereby directs [ • ](the "Transfer Agent") to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent instruction letter dated , 2026 , from the Company and acknowledged and agreed to by the Transfer Agent .

EX-4.1 — WARRANT, DATED JUNE 30, 2026, ISSUED TO YA PN II, LTD, BY BIG DIGITAL ENERGY, INC

EX-4.1

Filename: ea029690001ex4-1.htm · Sequence: 3

Exhibit 4.1

WARRANT

THE SECURITIES REPRESENTED

BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES

HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL

IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR

UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

BIG DIGITAL ENERGY, INC.

Warrant To Purchase Common

Stock

Warrant No.: BGDE/YA II PN, LTD.

Number of Shares:

926,748

Warrant Exercise Price:

$10.81

Expiration Date:

June 30, 20311

Date of Issuance: June 30,

2026

BIG DIGITAL ENERGY, INC.,

a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, YA II PN, LTD. (the “Holder”), the registered holder hereof or

its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant,

at any time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein) up

to [ ] fully paid and nonassessable shares of Common Stock (as defined herein) of the Company (the “Warrant Shares”)

at the exercise price per share provided in Section 1(b) below or as subsequently adjusted; provided, however, that in no event shall

the holder be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon

giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates

to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, (however, such restriction may be waived by Holder

(but only as to itself and not to any other holder) upon not less than 65 days prior notice to the Company). For purposes of the foregoing

proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of

shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso is being made, but

shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned

by the Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of

the Company beneficially owned by the Holder and its affiliates (including, without limitation, any convertible notes or preferred stock)

subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,

for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act

of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock a holder may rely on

the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-Q or Form 10-K, as the case

may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its transfer agent setting forth

the number of shares of Common Stock outstanding. Upon the written request of any holder, the Company shall promptly, but in no event

later than 1 Business Day following the receipt of such notice, confirm in writing to any such holder the number of shares of Common Stock

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

of Warrants (as defined below) by such holder and its affiliates since the date as of which such number of outstanding shares of Common

Stock was reported.

1 5 years following Issuance Date.

Section 1.

(a) This Warrant is issued

pursuant to the Securities Purchase Agreement (“Securities Purchase Agreement”) of even date hereof between the Company

and the Holder or issued in exchange or substitution thereafter or replacement thereof. Each Capitalized term used, and not otherwise

defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement.

(b) Definitions.

The following words and terms as used in this Warrant shall have the following meanings:

(i) “Approved

Stock Plan” means a stock option plan that has been approved by the Board of Directors of the Company, pursuant to which the

Company’s securities may be issued only to any employee, officer, director or third party service providers in the normal course

of business, for services provided to the Company.

(ii) “Business

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

or required by law to remain closed.

(iii) “Closing

Bid Price” means the closing bid price of Common Stock as quoted on the Principal Market (as reported by Bloomberg, LP (“Bloomberg”)

through its “Volume at Price” function).

(iv) “Common

Stock” means (i) the Company’s common stock, par value $0.001 per share, and (ii) any capital stock into which such Common

Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.

(v) “Common Stock

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

(vi) “Event

of Default” means an event of default under the Securities Purchase Agreement or a Triggering Event as defined in the Certificate

of Designations for the Preferred Shares issued in connection therewith.

(vii) “Excluded

Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan, (b) shares

of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation

or security outstanding on the date prior to date of the Securities Purchase Agreement as disclosed in Schedule 3.1(g)therein, provided

that the terms of such right, option, obligation or security are not amended or otherwise modified on or after the date of the Securities

Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted

or otherwise modified and the number of shares of Common Stock issued or issuable is not increased (whether by operation of, or in accordance

with, the relevant governing documents or otherwise) on or after the date of the Securities Purchase Agreement, (c) the shares of Common

Stock issued or deemed to be issued by the Company upon conversion of the Convertible Debenture or exercise of the Warrants and (d) Shares

issued to employees, officers, directors, or service providers consistent with past practices in the normal course of business.

(viii) “Expiration

Date” means the date set forth on the first page of this Warrant.

(ix) “Issuance

Date” means the date hereof.

(x) “Options”

means any rights, warrants or options to subscribe for or purchase Common Stock or convertible securities.

(xi) “Person”

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

and a government or any department or agency thereof.

(xii) “Preferred

Shares” means the Series D Convertible Preferred Stock, par value $0.001 per share, issued pursuant to the Securities Purchase

Agreement or as dividends thereron.

(xiii) “Principal

Market” means as of any date of determination, the Eligible Market on which the shares of Common Stock is then listed or quoted.

(xiv) “Securities

Act” means the Securities Act of 1933, as amended.

(xv) “Warrant”

means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

(xvi) “Warrant

Exercise Price” shall be $[ ]2 or as subsequently adjusted as provided in Section 8 hereof.

2 NTD: Exercise price shall be equal to 120% of the closing price

on the day prior to closing.

Provisions.

(i) Except as otherwise

specified herein, all references herein (A) to the Company shall be deemed to include the Company’s successors and (B) to any applicable

law defined or referred to herein shall be deemed references to such applicable law as the same may have been or may be amended or supplemented

from time to time.

(ii) When used in this

Warrant, the words “herein”, “hereof”, and “hereunder” and words of similar import,

shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section”, “Schedule”,

and “Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this Warrant unless otherwise specified.

(iii) Whenever the context

so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and vice versa.

Section 2. Exercise

of Warrant.

(a) Subject to the terms and

conditions hereof, this Warrant may be exercised by the holder hereof then registered on the books of the Company, pro rata as hereinafter

provided, at any time on any Business Day on or after the opening of business on such Business Day, (i) commencing with the first day

after the date hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by delivery of a written notice, in the form of the

subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of such holder’s election to

exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, payment to the Company of an amount equal

to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the

applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate

Exercise Price”) in cash or wire transfer of immediately available funds and the surrender of this Warrant (or an indemnification

undertaking with respect to this Warrant in the case of its loss, theft or destruction) to a common carrier for overnight delivery to

the Company as soon as practicable following such date (“Cash Basis”) or (ii) commencing 60 days (for Warrant Shares

up to 19.99% of outstanding as of closing) and 180 days (for the balance of Warrant Shares)after the issuance of this Warrant, and prior

to 11:59 P.M. Eastern Time on the Expiration Date, if at the time of exercise, the Warrant Shares are not subject to an effective registration

statement or if an Event of Default has occurred, by delivering an Exercise Notice and in lieu of making payment of the Aggregate Exercise

Price in cash or wire transfer, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined

according to the following formula (the “Cashless Exercise”):

Net Number = (A

x B) – (A x C)

For purposes of

the foregoing formula:

A = the total number

of Warrant Shares with respect to which this Warrant is then being exercised.

B = the Closing Bid Price

of the Common Stock on the date of exercise of the Warrant.

C = the Warrant Exercise

Price then in effect for the applicable Warrant Shares at the time of such exercise.

In the event of any exercise

of the rights represented by this Warrant in compliance with this Section 2, the Company shall on or before the second Business Day following

the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification undertaking with respect

to this Warrant in the case of its loss, theft or destruction) and the receipt of the representations of the holder specified in Section

6 hereof, if requested by the Company (the “Exercise Delivery Documents”), and if the Warrant Shares are subject to

an effective and current Registration Statement and the Common Stock is DTC eligible, credit such aggregate number of shares of Common

Stock to which the holder shall be entitled to the holder’s or its designee’s balance account with The Depository Trust Company;

provided, however, if the holder who submitted the Exercise Notice requested physical delivery of any or all of the Warrant Shares, or,

if the Warrant Shares are not subject to an effective and current Registration Statement and the Common Stock is not DTC eligible or the

Company is otherwise unable to deliver the Warrant Shares electronically without any restrictive legend pursuant to applicable securities

laws upon the written opinion of outside counsel, then the Company shall, on or before the second Business Day following receipt of the

Exercise Delivery Documents, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Notice,

a certificate or book entry statement, registered in the name of the holder, for the number of shares of Common Stock to which the holder

shall be entitled pursuant to such request. The Warrant Shares shall be issued with a legend unless they are subject to an effective and

current Registration Statement or they are being transferred pursuant to an exemption from such registration requirements, the availability

of which is confirmed in an opinion of counsel acceptable to the Company’s transfer agent. Upon delivery of the Exercise Notice

and Aggregate Exercise Price referred to above, the holder of this Warrant shall be deemed for all corporate purposes to have become the

holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination

of the Warrant Exercise Price, the Closing Bid Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue

to the holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations

to the holder via facsimile within 1 Business Day of receipt of the holder’s Exercise Notice.

(b) If the holder and the

Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the Warrant Shares within

1 day of such disputed determination or arithmetic calculation being submitted to the holder, then the Company shall immediately submit

via electronic mail (i) the disputed determination of the Warrant Exercise Price or the Closing Bid Price to an independent, reputable

investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares to its independent, outside accountant. The

Company shall cause the investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and

notify the Company and the holder of the results no later than 48 hours from the time it receives the disputed determinations or calculations.

Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive

absent manifest error.

by this Warrant shall have expired or shall have been fully exercised, the Company shall, upon the request of the Holder, as soon as practicable

and in no event later than 5 Business Days after any exercise and at its own expense, issue a new Warrant identical in all respects to

this Warrant exercised except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such

exercise under this Warrant exercised, less the number of Warrant Shares with respect to which such Warrant is exercised.

(d) No fractional Warrant

Shares are to be issued upon any pro rata exercise of this Warrant, but rather the number of Warrant Shares issued upon such exercise

of this Warrant shall be rounded up or down to the nearest whole number.

(e) If the Company or its

Transfer Agent shall fail for any reason or for no reason to issue to the holder within 3 Business Days of receipt of the Exercise Delivery

Documents, a certificate or book entry statement for the number of Warrant Shares to which the holder is entitled or to credit the holder’s

balance account with The Depository Trust Company for such number of Warrant Shares to which the holder is entitled upon the holder’s

exercise of this Warrant, unless such failure results from a failure of the Company’s Transfer Agent to issue such shares as a result

of an act of terrorism, war, natural disaster, act of God or other force majeure event, the Company shall, in addition to any other remedies

under this Warrant or otherwise available to such holder, pay as additional damages in cash to such holder on each day the issuance of

such certificate for Warrant Shares is not timely effected an amount equal to 0.025% of the product of (A) the sum of the number of Warrant

Shares not issued to the holder on a timely basis and to which the holder is entitled, and (B) the Closing Bid Price of the Common Stock

for the trading day immediately preceding the last possible date which the Company could have issued such Common Stock to the holder without

violating this Section 2.

(f) If within 5 Business

Days after the Company’s receipt of the Exercise Delivery Documents, and the written request of the Holder that a new Warrant be

issued, the Company fails to deliver a new Warrant to the holder for the number of Warrant Shares to which such holder is entitled pursuant

to Section 2 hereof, then, the Holder shall be entitled to exercise or transfer its rights under such new Warrant and the Company shall

be obligated to honor such exercises or transfers as if the Holder had submitted the new Warrant without violating this Section 2.

(g) Compliance with

Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect the exercise of any portion

of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and

conditions of this Warrant to the extent (but only to the extent) that after giving effect to such exercise, the number of Warrant

Shares issued under this Warrant, the Other Warrants and the number of shares of Common Stock issued upon conversion of the

Preferred Shares in the aggregate would exceed 1,129,185 (representing 19.99% of the aggregate number of Common Shares issued and

outstanding immediately prior to the date of execution of the Securities Purchase Agreement (subject to adjustment for any stock

splits, combinations or the like)), calculated in accordance with the rules of the Principal Market, which number shall be reduced,

on a share-for-share basis, by the number of Warrant Shares issued or issuable pursuant to any transaction or series of transactions

that may be aggregated with the transactions contemplated by the Agreement under the applicable rules of the Principal Market (such

maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if the Company’s

stockholders have approved the issuance of Common Shares pursuant to this Warrant, the Other Warrants and the Preferred Shares in

excess of the Exchange Cap in accordance with the rules of the Principal Market (the “Shareholder Approval”). In

connection with each Exercise Notice, any portion of an exercise that would exceed the Exchange Cap shall automatically be withdrawn

with no further action required by the Company and such Exercise Notice shall be deemed automatically modified to reduce the

aggregate Warrant Shares exercised by an amount equal to such withdrawn portion in respect of each Exercise Notice.

Section 3. Covenants as

to Common Stock. The Company hereby covenants and agrees as follows:

(a) This Warrant is, and

any Warrants issued in substitution for or replacement of this Warrant will upon issuance be, duly authorized and validly issued.

(b) All Warrant Shares

which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and

nonassessable and free from all taxes, liens and charges with respect to the issue thereof.

which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved at least 100%

of the number of shares of Common Stock needed to provide for the exercise of the rights then represented by this Warrant and the par

value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price. If at any time the Company does

not have a sufficient number of shares of Common Stock authorized and available, then the Company shall call and hold a special meeting

of its stockholders within 60 days of that time for the sole purpose of increasing the number of authorized shares of Common Stock.

(d) Unless the Warrant

Shares are already registered for resale pursuant to an effective registration statement, if at any time after the date hereof the Company

shall file a registration statement, the Company shall include the Warrant Shares issuable to the holder, pursuant to the terms of this

Warrant and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Warrant Shares from time

to time issuable upon the exercise of this Warrant; and the Company shall so list on each national securities exchange or automated quotation

system, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable upon the exercise

of this Warrant if and so long as any shares of the same class shall be listed on such national securities exchange or automated quotation

system.

(e) The Company will not,

by amendment of its Amended and Restated Certificate of Incorporation or through any reorganization, transfer of assets, consolidation,

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

of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all

the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order

to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose

of this Warrant. The Company will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant

above the Warrant Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that

the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

(f) This Warrant will be

binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company’s

assets.

Section 4. Taxes. The

Company shall pay any and all taxes, except any applicable withholding, which may be payable with respect to the issuance and delivery

of Warrant Shares upon exercise of this Warrant.

Section 5. Warrant Holder

Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant shall be entitled

to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained

in this Warrant be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right

to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,

merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance

to the holder of this Warrant of the Warrant Shares which he or she is then entitled to receive upon the due exercise of this Warrant.

In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities

(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company

or by creditors of the Company. Notwithstanding this Section 5, the Company will provide the holder of this Warrant with copies of the

same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the

stockholders.

Section 6. Representations

of Holder. The holder of this Warrant, by the acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares

for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution

of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that

by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other

specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a

registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, by acceptance hereof,

that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a)(1) of Regulation D promulgated

by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”). Upon exercise of this

Warrant the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares

so purchased are being acquired solely for the holder’s own account and not as a nominee for any other party, for investment, and

not with a view toward distribution or resale and that such holder is an Accredited Investor. If such holder cannot make such representations

because they would be factually incorrect, it shall be a condition to such holder’s exercise of this Warrant that the Company receive

such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon

exercise of this Warrant shall not violate any United States or state securities laws.

Section 7. Ownership

and Transfer.

(a) The Company shall maintain

at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof),

a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been

issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on

the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing

any transfers made in accordance with the terms of this Warrant.

Section 8. Adjustment

of Warrant Exercise Price. The Warrant Exercise Price of this Warrant shall be adjusted from time to time as follows:

(a) Reserved.

(b) Adjustment of Warrant

Exercise Price upon Subdivision or Combination of Common Stock. If the Company at any time after the date of issuance of this Warrant

subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common

Stock into a greater number of shares, any Warrant Exercise Price in effect immediately prior to such subdivision will be proportionately

reduced and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately increased. If the Company

at any time after the date of issuance of this Warrant combines (by combination, reverse stock split or otherwise) one or more classes

of its outstanding shares of Common Stock into a smaller number of shares, any Warrant Exercise Price in effect immediately prior to such

combination will be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant will be proportionately

decreased. Any adjustment under this Section 8(b) shall become effective at the close of business on the date the subdivision or combination

becomes effective.

Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to

holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other

securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction)

(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case (without duplication of

any adjustment pursuant to Section 8(b)):

(i) any Warrant Exercise

Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of Common Stock entitled

to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying

such Warrant Exercise Price by a fraction of which (A) the numerator shall be the Closing Sale Price of the Common Stock on the trading

day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board

of Directors) applicable to one share of Common Stock, and (B) the denominator shall be the Closing Sale Price of the Common Stock on

the trading day immediately preceding such record date; and

(ii) either (A) the number

of Warrant Shares obtainable upon exercise of this Warrant shall be increased to a number of shares equal to the number of shares of Common

Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of Common Stock

entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i), or

(B) in the event that the Distribution is of common stock of a company whose common stock is traded on a national securities exchange

or a national automated quotation system, then the holder of this Warrant shall receive an additional warrant to purchase Common Stock,

the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the amount of the assets

that would have been payable to the holder of this Warrant pursuant to the Distribution had the holder exercised this Warrant immediately

prior to such record date and with an exercise price equal to the amount by which the exercise price of this Warrant was decreased with

respect to the Distribution pursuant to the terms of the immediately preceding clause (i).

(d) Certain Events.

If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions (including,

without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s

Board of Directors will make an appropriate adjustment in the Warrant Exercise Price and the number of shares of Common Stock obtainable

upon exercise of this Warrant so as to protect the rights of the holders of the Warrants; provided, that no such adjustment pursuant

to this Section 8(d) will increase the Warrant Exercise Price or decrease the number of shares of Common Stock obtainable as otherwise

determined pursuant to this Section 8.

(e) Voluntary Adjustments

By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for

any period of time deemed appropriate by the Board of Directors of the Company.

(f) Notices.

(i) Immediately upon

any adjustment of the Warrant Exercise Price, the Company will give written notice thereof to the holder of this Warrant, setting forth

in reasonable detail, and certifying, the calculation of such adjustment.

(ii) The Company

will give written notice to the holder of this Warrant at least ten (10) days prior to the date on which the Company closes its

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

subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Organic Change (as defined

below), dissolution or liquidation, provided that such information shall be made known to the public prior to or in conjunction with

such notice being provided to such holder.

(iii) The Company will

also give written notice to the holder of this Warrant at least 10 days prior to the date on which any Organic Change, dissolution or

liquidation will take place, provided that such information shall be made known to the public prior to or in conjunction with such notice

being provided to such holder.

Section 9. Purchase Rights;

Reorganization, Reclassification, Consolidation, Merger or Sale.

(a) In addition to any

adjustments pursuant to Section 8 above, if at any time the Company grants, issues or sells any Options, convertible securities or rights

to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase

Rights”), then the holder of this Warrant will be entitled to acquire, upon the terms applicable to such Purchase Rights, the

aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant 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.

(b) Any

recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s

assets to another Person or other transaction in each case which is effected in such a way that holders of Common Stock are entitled

to receive (either directly or upon subsequent liquidation) stock, securities, cash or other assets with respect to or in exchange

for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change,

the Company shall make appropriate provision (in form and substance satisfactory to the holders of Warrants representing a majority

of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to insure that each of the holders of the Warrants

will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the Warrant Shares

immediately theretofore issuable and receivable upon the exercise of such holder’s Warrants (without regard to any limitations

on exercise), such shares of stock, securities, cash or other assets that would have been issued or payable in such Organic Change

with respect to or in exchange for the number of Warrant Shares which would have been issuable and receivable upon the exercise of

such holder’s Warrant as of the date of such Organic Change (without taking into account any limitations or restrictions on

the exercisability of this Warrant).

Section 10. Lost, Stolen,

Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly, on receipt of

an indemnification undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination and tenor

as this Warrant so lost, stolen, mutilated or destroyed.

Section 11. Notice.

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

writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after deposit with

an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same, or (iii)

receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error or the sender is not otherwise

notified of any error in transmission. The addresses and e-mail addresses for such communications shall be:

If to Holder:

YA II PN, LTD.

1012 Springfield Avenue

Mountainside, NJ 07092

Attention: Troy Rillo

Telephone: (201) 985-8300

Email: trillo@yorkvilleglobal.com

With Copy to:

Haynes and Boone, LLP

30 Rockefeller Plaza 22nd

Floor

New York, NY 10112

Attention: Greg Kramer

Telephone: (212) 835-4819

Email: greg.kramer@haynesboone.com

If to the Company, to:

Big Digital Energy, Inc.

950 Railroad Avenue

Midland, PA 15059

Attention: Kaliste Saloom

Telephone: (412) 515-0896

Email: kaliste.saloom@bigdigital.energy

With a copy to:

Dorsey & Whitney LLP

50 South Sixth Street, Suite 1500

Minneapolis, MN 55402

Attention: Cam Hoang

Telephone: (612) 492-6109

Email: hoang.cam@dorsey.com

or at such other address

and/or electronic email address and/or to the attention of such other person as the recipient party has specified by written notice given

to each other party 3 Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient

of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s computer containing

the time, date, recipient’s electronic mail address and the text of such electronic mail or (iii) provided by a nationally recognized

overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic mail or receipt from a nationally

recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Section 12. Date. The

date of this Warrant is set forth on page 1 hereof. This Warrant, in all events, shall be wholly void and of no effect after the close

of business on the Expiration Date.

Section 13. Amendment and

Waiver. Except as otherwise provided herein, the provisions of the Warrant may be amended and the Company may take any action herein

prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of

the holders of Warrants representing at least 2/3rds of the Warrant Shares issuable upon exercise of the Warrants then outstanding; provided

that, except for Section 8(d), no such action may increase the Warrant Exercise Price or decrease the number of shares or class of stock

obtainable upon exercise of any Warrant without the written consent of the holder of such Warrant.

Section 14. Descriptive

Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience

only and do not constitute a part of this Warrant. The corporate laws of the State of New York shall govern all issues concerning the

relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation

of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict

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

any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the Superior

Court of the state courts sitting in the Borough of Manhattan, New York, New York and the Federal District Court for the Southern District

of New York sitting in the Borough of Manhattan, New York, New York, for the adjudication of any dispute hereunder or in connection herewith

or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert

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

action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing

a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve

process in any manner permitted by law.

Section 15. Remedies, Other

Obligations, Breaches and Injunctive Relief. The remedies provided in this Warrant shall be cumulative and in addition to all other

remedies available under this Warrant, in any other agreement between the Company and the Holder, at law or in equity (including a decree

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

for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations

hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore

agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other

available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other

security being required.

Section 16. Waiver of

Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH

THIS TRANSACTION.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF,

the Company has caused this Warrant to be signed as of the date first set forth above.

BIG DIGITAL ENERGY, INC.

By:

/s/ Kaliste Saloom

Name:

Kaliste Saloom

Title:

General Counsel

EXHIBIT

A TO WARRANT

EXERCISE NOTICE

TO BE EXECUTED

BY THE REGISTERED

HOLDER TO EXERCISE THIS WARRANT

BIG DIGITAL ENERGY, INC.

The undersigned holder hereby

exercises the right to purchase ______________ of the shares of Common Stock (“Warrant Shares”) of Big Digital Energy,

Inc. (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used

herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Specify Method of exercise

by check mark:

1. ____

Cash Exercise

(a) Payment

of Warrant Exercise Price. The holder shall pay the Aggregate Exercise Price of $______________ to the Company in accordance with

the terms of the Warrant.

(b) Delivery

of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of the Warrant.

2. ____

Cashless Exercise

(a) Payment

of Warrant Exercise Price. In lieu of making payment of the Aggregate Exercise Price, the holder elects to receive upon such exercise

the Net Number of shares of Common Stock determined in accordance with the terms of the Warrant.

(b) Delivery

of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __,

______

Name of Registered Holder

By:

Name:

Title:

EXHIBIT

B TO WARRANT

FORM OF WARRANT POWER

FOR VALUE RECEIVED,

the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a warrant to purchase ____________

shares of the capital stock of Big Digital Energy, Inc. represented by warrant certificate no. _____, standing in the name of the undersigned

on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________, attorney to transfer

the warrants of said corporation, with full power of substitution in the premises.

Dated: _______________________

By:

Name:

Title:

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED JUNE 30, 2026, BY AND BETWEEN BIG DIGITAL ENERGY, INC. AND SIX THIRTY AI, LLC

EX-10.1

Filename: ea029690001ex10-1.htm · Sequence: 4

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase

Agreement (this “Agreement”) is dated as of June 30, 2026, between Big Digital Energy, Inc., a Delaware corporation

(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,

a “Purchaser” and collectively the “Purchasers”). The Company and the Purchasers are referred to

collectively as the “Parties.”

WHEREAS, subject to

the terms and conditions set forth in this Agreement, and pursuant to an exemption from the registration requirements of Section 5 of

the Securities Act contained in Section 4(a)(2) thereof or Regulation D thereunder, the Company desires to issue and sell to each Purchaser,

and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described

in this Agreement.

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which

are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1. Definitions.

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings

set forth in this Section 1.1:

“Action” has the meaning set forth in

Section 3.1(j).

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Agreement” has the meaning set forth

in the preamble.

“BHCA” has the meaning set forth in Section 3.1(jj).

“Board of Directors” means the board

of directors of the Company.

“Business Day”

means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to

remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain

closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders

or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic

funds transfer systems (including for wire transfers) of commercial banks in New York City are generally open for use by customers on

such day.

“Certificate of

Designations” means the Certificate of Designations with respect to the Preferred Stock to be filed with the Secretary of State

of the State of Delaware, in the form attached hereto as Exhibit A.

“Closing” means the closing of the purchase

and sale of the Shares and Warrants pursuant to Section 2.1.

“Closing Date”

means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and

all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations

to deliver the Shares and Warrants, in each case, have been satisfied or waived.

“Commission” means the United States

Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

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

any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable

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

“Company” has the meaning set forth in

the preamble.

“Company Counsel”

means Dorsey & Whitney LLP, with offices located at 50 South Sixth Street, Suite 1500, Minneapolis, Minnesota 55402.

“Conversion Shares” means the shares

of Common Stock issuable upon conversion of the Shares.

“Disclosure Schedules” means the Disclosure Schedules of the

Company delivered concurrently herewith.

“Disqualification Event” has

the meaning set forth in Section 3.1(nn).

“Effective Date”

means, with respect to any Underlying Shares, as applicable, the earliest of the date that (a) the initial Registration Statement registering

for resale such Underlying Shares has been declared effective by the Commission, (b) such Underlying Shares have been sold pursuant to

Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information

required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date

provided that a holder of the Underlying Shares is not an Affiliate of the Company, or (d) such Underlying Shares may be sold pursuant

to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company

Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Underlying

Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.

“Environmental Laws” has the

meaning set forth in Section 3.1(m).

“Evaluation Date” has the meaning

set forth in Section 3.1(s).

“Exchange Act” means the Securities

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

“FCPA” means the Foreign Corrupt Practices

Act of 1977, as amended.

“Federal Reserve”

has the meaning set forth in Section 3.1(jj).

“GAAP” has

the meaning set forth in Section 3.1(h).

“Hazardous Materials”

has the meaning set forth in Section 3.1(m).

“Indebtedness”

has the meaning set forth in Section 3.1(aa).

“Intellectual Property

Rights” has the meaning set forth in Section 3.1(p).

“IT Systems and Data”

has the meaning set forth in Section 3.1(gg).

“Issuer Covered Person”

has the meaning set forth in Section 3.1(nn).

“Legend Removal Date”

has the meaning set forth in Section 4.1(c).

“Liens” means a lien, charge,

pledge, security interest, encumbrance, right of first refusal, preemptive right or similar restriction.

“Material Adverse

Effect” has the meaning set forth in Section 3.1(b).

“Material Permits”

has the meaning set forth in Section 3.1(n).

“Money Laundering

Laws” has the meaning set forth in Section 3.1(kk).

“OFAC” has

the meaning set forth in Section 3.1(hh).

“Parties” has the meaning set forth in

the preamble.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Placement Agent” means Northland Securities,

Inc.

“Preferred Stock”

means the preferred stock of the Company, par value $0.001 per share, designated as “Series D Convertible Preferred Stock,”

which shall have the rights, preferences, restrictions and other matters relating to a series of preferred stock as set forth in the Certificate

of Designations.

“Proceeding”

means an action, suit, investigation or proceeding (including an informal investigation or partial proceeding, such as a deposition),

whether commenced or threatened, before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,

state, county, local or foreign).

“Purchaser”

has the meaning set forth in the preamble.

“Purchaser Party” has the meaning set forth in Section 4.8.

“Registration Rights Agreement”

means the Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form attached hereto

as Exhibit B.

“Registration Statement” means

a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers

of the Underlying Shares.

“Required Approvals”

has the meaning set forth in Section 3.1(e).

“Restricted Persons” has the meaning

set forth in Section 4.13(b).

“Rule 144”

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

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

“Rule 424”

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

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

“SEC Reports” has the meaning

set forth in Section 3.1(h).

“Securities” means the Shares, the Warrants

and the Underlying Shares.

“Securities Act” means the

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

“Shareholder Approval”

means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market from the shareholders of

the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Underlying

Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

“Shares”

means 16,700 shares of Preferred Stock issuable at Closing to the Purchasers pursuant to this Agreement and, if the context requires,

such additional shares of Preferred Stock issued to the Purchasers as PIK Shares (as defined in the Certificate of Designations) pursuant

to Section 3(a) of the Certificate of Designations.

“Short Sales” means all “short

sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.

“Subscription Amount” means,

as to each Purchaser, the aggregate amount to be paid for the Shares and Warrants purchased hereunder as specified below such Purchaser’s

name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and

in immediately available funds. For clarity, the Subscription Amount for each Share is 90% of the Stated Value. The aggregate Subscription

Amount for all of the Shares is $15,030,000.

“Stated Value” means $1,000 per Share.

“Subsidiary”

means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the

principal Trading Market is open for trading.

“Trading Market”

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

NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or

any successors to any of the foregoing).

“Transaction Documents”

means this Agreement, the Warrants, the Certificate of Designations, the Registration Rights Agreement, all exhibits and schedules thereto

and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer Agent”

means Computershare Trust Company, N.A., the current transfer agent of the Company, and any successor transfer agent of the Company.

“Underlying Shares” means, collectively,

the Warrant Shares and the Conversion Shares.

“Warrants”

means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)

hereof, which Warrants shall (a) be exercisable immediately, (b) have an exercise price equal to 120% of the closing price of the Common

Stock on the Trading Market on the Trading Day prior to the Closing Date (subject to adjustment therein) and (c) have a term of exercise

equal to five years from the initial issuance date, in the form of Exhibit C attached hereto.

“Warrant Shares” means the shares of

Common Stock issuable upon exercise of the Warrants.

ARTICLE

II.

PURCHASE AND

SALE

2.1. Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery

of this Agreement by the Parties, the Company shall sell, and the Purchasers, severally and not jointly, shall purchase, the Shares and

Warrants as set forth on the signature page hereto executed by such Purchaser. Each Purchaser shall deliver to the Company, via wire

transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed

by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and Warrants, and the Company and each Purchaser

shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions

set forth in Sections 2.2 and 2.3, the Closing shall occur remotely by electronic exchange of documents or at such physical

location as the Parties mutually agree.

2.2. Deliveries.

(a) On

or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement, duly executed by the Company;

(ii) a

stamped filed copy of the Certificate of Designations, as filed with the Secretary of State of the State of Delaware;

(iii) the Registration Rights Agreement, duly executed by the Company;

(iv) certificates

evidencing the Shares purchased by such Purchaser, registered in the name of such Purchaser;

(v) a

Warrant, registered in the name of such Purchaser, to purchase up to 926,748 shares of Common Stock issuable upon conversion of the Shares

purchased by such Purchaser, using as the conversion price $10.81; and

(vi) a legal opinion of

Company Counsel, substantially in the form attached hereto as Exhibit D.

(b) On

or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this Agreement, duly executed by such Purchaser;

(ii) the Registration Rights Agreement, duly executed by such Purchaser; and

(iii) such

Purchaser’s Subscription Amount, paid by wire transfer to the account specified in writing by the Company.

2.3. Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when

made and on the Closing Date of the representations and warranties of the Purchasers contained herein, unless such representation or warranty

is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties

are qualified by materiality, in all respects) as of such date;

(ii) all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii) the

delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The

respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy

in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in

all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein, unless such representation

or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations

or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date;

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there

shall have been no Material Adverse Effect with respect to the Company since the date of this Agreement; and

(v) from

the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude

in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,

makes it impracticable or inadvisable to purchase the Securities at the Closing.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1. Representations

and Warranties of the Company.1 Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be

deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding

section of the Disclosure Schedules or as reasonably apparent in the SEC Reports, the Company hereby makes the following representations

and warranties to each Purchaser:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). Except as set forth on Schedule

3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and

clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully

paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries,

all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b) Organization

and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

and in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent such good standing concept

exists in such jurisdiction), with the requisite power and authority to own and use its properties and assets and to carry on its business

as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective

certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries

is duly qualified to conduct business and is in good standing (to the extent such good standing concept exists in such jurisdiction) as

a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes

such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably

be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii)

a material adverse effect on the results of operations, assets, business, prospects

or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the

Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i),

(ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking,

limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

1 Under final review by BGDE.

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The

execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the

transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and

no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith

other than in connection with the Required Approvals, including the Shareholder Approval. This Agreement and each other Transaction Document

to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with

the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance

with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to

the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it

is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do

not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of

incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with

notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets

of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration

or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing

a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property

or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in

a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority

to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property

or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not

have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in

connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required

pursuant to Section 4.4 of this Agreement, (ii) the filings with the Commission pursuant to the Registration Rights Agreement,

(iii) the notice or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the

Underlying Shares for trading thereon in the time and manner required thereby, (iv) filings in connection with seeking the Shareholder

Approval and (v) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities

laws (collectively, the “Required Approvals”).

(f) Issuance

of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable

Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens imposed by the

Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in

accordance with the terms of the Shares or Warrants, as applicable, will be validly issued, fully paid and nonassessable and free

and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The

Company has reserved from its duly authorized capital stock the maximum number of Underlying Shares issuable pursuant to the terms

of the Shares and Warrants.

(g) Capitalization.

(i) The capitalization

of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number

of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth

on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange

Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares

of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion or exercise

of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act.

(ii) No Person has any

right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated

by the Transaction Documents. Except for the Securities and as set forth on Schedule 3.1(g), there are no outstanding options,

warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations

convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common

Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary

is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The

issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities

to any Person (other than the Purchasers). Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments

of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or

instrument upon an issuance of securities by the Company or any Subsidiary (for purposes of clarity, excluding customary proportionate

adjustments of the exercise, conversion, exchange or reset price in connection with a subdivision of the outstanding shares of Common

Stock into a larger number of shares or a combination of the outstanding shares of Common Stock into a smaller number of shares). Except

as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain

any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or

any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except as set forth on Schedule 3.1(g),

the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(iii) To the

Company’s knowledge, all of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid

and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was

issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Other than the Shareholder Approval,

no further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the

Securities. Except as set forth on Schedule 3.1(g), there are no shareholders agreements, voting agreements or other similar agreements

with respect to the voting of the Company’s capital stock to which the Company is a party or, to the knowledge of the Company,

between or among any of the Company’s shareholders.

(iv) To the

Company’s knowledge, each stock option granted by the Company under the Company’s stock option plan was granted (A) in accordance

with the terms of the Company’s stock option plan and (B) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. To the Company’s knowledge,

no stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there

is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant

of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or

their financial results or prospects.

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the

“SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC

Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects

with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any

untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they were made, not misleading. The Company has not in the prior four years

been an issuer described in Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports

comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto

as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting

principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified

in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required

by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and

for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,

to normal, immaterial, year-end audit adjustments. The Company is not currently contemplating to amend or restate any of the financial

statements included in the SEC Reports, nor is the Company currently aware of facts or circumstances which would require the Company to

amend or restate any of such financial statements, in each case, in order for any of such financial statements to be in conformity with

GAAP and in compliance with the published requirements of the Securities Act and Exchange Act, as applicable. The Company has not been

informed by its independent accountants that they recommend that the Company amend or restate any such financial statements or that there

is any need for the Company to amend or restate any of the financial statements.

(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the SEC Reports, except as set forth on Schedule 3.1(i) or in the SEC Reports, (i) there has been no event, occurrence or development

that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities

(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with

past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required

to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has

not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements

to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director

or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request

for confidential treatment of information. Except for the issuance of the Securities or as set forth on Schedule 3.1(i), no event,

liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect

to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that

would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made

that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.

(j) Litigation.

Except as set forth in the SEC Reports or on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding

or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their

respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,

county, local or foreign) (collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i)

adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)

would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company

nor any Subsidiary, nor, to the knowledge of the Company, any director or officer thereof, is or has been the subject of any Action involving

a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,

and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company

or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the

effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor

Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees

of the Company, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the

Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that

their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

with respect to any of the foregoing matters. The Company and its Subsidiaries comply with all U.S. federal, state, local and foreign

laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where

the failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including all foreign,

federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety

and employment and labor matters, in each case, in any material respect.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or

hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as

all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,

plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received

all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and

(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),

the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them, and

good and marketable title in all personal property owned by them, and valid leasehold rights to lease or otherwise use all real property

and all personal property leased by them, that is material to the business of the Company and the Subsidiaries, in each case free and

clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with

the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment of federal, state

or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent

nor subject to penalties and (iii) Liens set forth on Schedule 3.1(g). Any real property and facilities held under lease by the

Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries

are in compliance in all material respects.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two years from the date of this Agreement.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable (other than patent and trademark applications) and there is no existing

infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security

measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to do so

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary for companies of similar size as the Company in the businesses in which the Company and the Subsidiaries

are engaged, other than directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that

it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar

insurers as may be necessary to continue its business without a significant increase in cost which would reasonably be expected to have

a Material Adverse Effect.

(r) Transactions

With Affiliates and Employees. Except as set forth in the SEC Reports or on Schedule 3.1(r), none of the officers or directors

of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently

a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including

any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal

property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any

officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee

has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000 other

than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company

and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. Except as set forth on Schedule 3.1(s), the Company and the Subsidiaries are in material compliance

with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof and

as of the Closing Date, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective

as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls

sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific

authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and

to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific

authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate

action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures

(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls

and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The

Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the

Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation

Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying

officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since

the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange

Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the internal control

over financial reporting of the Company and its Subsidiaries.

(t) Certain

Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will

be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,

bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation

with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this

Section 3.1(t) that may be due in connection with the transactions contemplated by the Transaction Documents.

(u) Investment

Company. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company”

or a company that is “controlled” by an “investment company” as such terms are defined in the Investment Company

Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”

subject to registration under the Investment Company Act of 1940, as amended.

(v) Registration

Rights. Except as set forth on Schedule 3.1(v) and pursuant to the Registration Rights Agreement, no Person has any right

to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(w) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to terminate, or which to its knowledge is likely to have the effect of terminating, the registration of

the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. Except as set forth in the SEC Reports or on Schedule 3.1(w), the Company has not, in the 12 months preceding

the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that

the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except as set forth in the SEC

Reports or on Schedule 3.1(w), the Company is, and has no reason to believe that it will not in the foreseeable future continue

to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer

through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to

the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state

of incorporation that is or would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations

or exercising their rights under the Transaction Documents, including as a result of the Company’s issuance of the Securities and

the Purchasers’ ownership of the Securities.

(y) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information

that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers

will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by

or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions

contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement

of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances

under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date

of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and

when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties

with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities

to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any

such Securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of

the securities of the Company are listed or designated.

(aa) Solvency.

Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company

of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount

that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of

the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the

current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. The Company has not taken any steps to seek protection pursuant to any

law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have

any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge

of any fact which would reasonably lead a creditor to do so. Schedule 3.1(aa) sets forth as of the date hereof all outstanding

secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For

the purposes of this Agreement, “Indebtedness” means (A) any liabilities for borrowed money or amounts owed in excess

of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (B) all guaranties, endorsements and other

contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s

consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection

or similar transactions in the ordinary course of business; and (C) the present value of any lease payments in excess of $100,000 due

under leases required to be capitalized in accordance with GAAP. Except as set forth in Schedule 3.1(aa), neither the Company

nor any Subsidiary is in default with respect to any Indebtedness.

(bb) Tax Status.

Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,

the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and

franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other

governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations

and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the

periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the

taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc) Foreign

Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other

person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,

entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign

or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)

failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the

Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants.

The Company’s accounting firm is set forth on Schedule 3.1(dd). To the knowledge and belief of the Company, such accounting

firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the

financial statements to be included in the Company’s next Annual Report on Form 10-K.

(ee) Acknowledgment

Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.

The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their

respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely

incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions

contemplated hereby by the Company and its representatives.

(ff) Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action

designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale

or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities,

or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,

other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.

(gg) Cybersecurity.

(i)(A) To the Company’s knowledge, there is no current or ongoing material security breach or other compromise of or relating to

any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data

(including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of

it), equipment or technology (collectively, “IT Systems and Data”) and (B) the Company and the Subsidiaries have not

been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach

or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,

internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such

IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate,

have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards

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

IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with

industry standards and practices.

(hh) Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,

employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign

Assets Control of the U.S. Treasury Department (“OFAC”).

(ii) U.S. Real

Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of

Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(jj) Bank Holding

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

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

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

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

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

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

regulation by the Federal Reserve.

(kk) Money Laundering.

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes

and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect

to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(ll) Private

Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration

under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

(mm) No General

Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any

form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain

other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(nn) No Disqualification

Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of

the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating

in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated

on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company

in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor”

disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),

except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether

any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure

obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

(oo) Other Covered

Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that has been

or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(pp) Notice

of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification

Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become

a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.

(qq) No Disagreements

with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the

Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is

current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of

its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with

its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to

believe that it will need to restate any such financial statements or any part thereof.

(rr) Acknowledgement

Regarding Purchasers’ Trading Activity. The Company understands and acknowledges that, following the public disclosure of the

transactions contemplated by the Transaction Documents, except as explicitly set forth otherwise in Section 4.13(b), one or more

Purchasers may engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable

shares of Common Stock) at various times during the period that the Securities are outstanding and such hedging and/or trading activities

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

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

being conducted.

3.2. Representations

and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of

the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be

accurate as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(b) Own

Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under

the Securities Act or any applicable state securities law and is acquiring such Securities as principal for its own account and not with

a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state

securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable

state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the

distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty

not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement, if applicable, or otherwise

in compliance with applicable federal and state securities laws). For the avoidance of doubt, nothing herein shall be deemed to limit

the ability of any Purchaser to resell all or a part of the Securities in compliance with applicable federal and state securities laws.

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which

it exercises any Warrants or converts any Shares, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1),

(a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer”

as defined in Rule 144A(a) under the Securities Act.

(d) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or

sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received

a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions

contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser

that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets

and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions

of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by

the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons

party to this Agreement or to such Purchaser’s representatives, including its officers, directors, partners, legal and other advisors,

employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this

transaction (including the existence and terms of this transaction).

(e) General

Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication

regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any

seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

The Company acknowledges and agrees that the representations

contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations

and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other

document or instrument executed or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1. Removal of Legends.

(a) The

Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities

other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection

with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion

of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably

satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the

Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and

the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration

Rights Agreement.

(b) The

Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following

form:

NEITHER THIS SECURITY NOR THE SECURITIES

INTO WHICH THIS SECURITY IS EXERCISABLE OR CONVERTIBLE INTO HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES

COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT

AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION OF THIS

SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION

THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees

that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security

interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a)

under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities

to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of

legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required

of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a

pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

evidencing any Underlying Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while

a registration statement (including the Registration Statement) covering the resale of such Underlying Shares is effective under the

Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible

for sale under Rule 144, without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements

of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If eligible for

removal pursuant to the previous sentence, the Company shall cause Company Counsel to issue a legal opinion to the Transfer Agent or

the Purchaser promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder, or if

requested by a Purchaser, respectively. If all or any portion of a Warrant is exercised or if any Shares are converted at a time when

there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares are sold under

Rule 144, or if the Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements

of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission), then such Underlying

Shares shall be issued free of all legends. The Company agrees that following the Effective Date with respect to any Underlying Shares,

or at such time as such legend is no longer required under this Section 4.1(c), it will, as soon as possible and in any event

no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing

Underlying Shares issued with a restrictive legend along with any letter of representations reasonably requested by counsel (such date,

the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such Underlying

Shares that is free from all restrictive and other legends.

(d) Each

Purchaser, severally and not jointly with the other Purchasers, acknowledges and agrees that (i) such Purchaser may only sell any Securities

pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or

an exemption therefrom; (ii) if Securities are sold pursuant to a registration statement, such Securities will be sold in compliance

with the plan of distribution set forth therein; and (iii) the removal of the restrictive legend from certificates representing Securities

as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2. Furnishing

of Information; Public Information. Until the time that no Purchaser owns Shares or Warrants, the Company covenants to maintain

the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect

thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to

the Exchange Act, even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3. Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration

under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes

of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other

transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4. Securities

Laws Disclosure; Publicity. The Company shall file a Current Report on Form 8-K disclosing the material terms of the transactions

contemplated hereby, including the Transaction Documents required to be filed therewith as exhibits thereto, with the Commission no later

than two Trading Days after the execution of this Agreement. From and after the filing of such Form 8-K, the Company represents to the

Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company

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

by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any press releases with respect

to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make

any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the

prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or

delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with

prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name

of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market,

without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration

statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and

(b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers

with prior notice of such disclosure permitted under this clause (b).

4.5. Shareholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any

Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents

or under any other agreement between the Company and the Purchasers.

4.6. Non-Public

Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, including the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective officers,

directors, employees, Affiliates or agents, including the Placement Agent, not to trade on the basis of, such material, non-public information,

provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction

Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously

with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands

and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7. Use

of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and

shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables

in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock

Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

4.8. Indemnification

of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its

directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role

of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within

the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,

members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any

and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in

settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or

incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company

in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or

any of them or their respective Affiliates, by the Company, any shareholder or creditor of the Company or other third party who is not

an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such

action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents

or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations by such Purchaser Party

of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence or willful misconduct).

For the avoidance of doubt, this indemnity may cover direct claims brought against any Purchaser by the Company. If any action shall

be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall

promptly notify the Company in writing, and the Company shall (except with respect to any direct claim brought by the Company) have the

right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party

shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses

of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically

authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ

counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the

position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees

and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (A)

for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld

or delayed; or (B) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s

breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other

Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof

during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained

herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities

the Company may be subject to pursuant to law.

4.9. Reservation

of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available

at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue

Underlying Shares pursuant to any conversion of the Shares (using the Floor Price as the conversion price) or exercise of the Warrants.

4.10. Listing

of Common Stock. The Company hereby agrees to use reasonable efforts to maintain the listing or quotation of the Common Stock

on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all

of the Underlying Shares on such Trading Market and promptly secure the listing of all of the Underlying Shares on such Trading Market.

The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in

such application all of the Underlying Shares, and will take such other action as is necessary to cause all of the Underlying Shares to

be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to

continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting,

filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common

Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including by timely payment

of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11. Shareholder

Approval. In the proxy statement for the next annual meeting of the Company’s shareholders, which the Company shall hold

no later than November 14, 2026, the Company shall include a proposal to obtain the Shareholder Approval, which shall be accompanied by

a unanimous recommendation of the Board of Directors that such proposal be approved. The Company shall solicit proxies from its shareholders

in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders

shall vote their proxies in favor of such proposal and shall use its commercially reasonable efforts to obtain such Shareholder Approval.

If the Company does not obtain Shareholder Approval at such annual meeting, the Company shall call a meeting every 90 days thereafter

to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Shares are no longer outstanding.

4.12. Equal

Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to

any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration

is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate

right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the

Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase,

disposition or voting of the Securities or otherwise.

4.13. Certain Transactions and Confidentiality.

(a) Each

Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or

pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities

during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this

Agreement are first publicly announced pursuant to the Form 8-K as described in Section 4.4. Each Purchaser, severally and not

jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed

by the Company pursuant to the Form 8-K as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence

and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.

(b) Notwithstanding

any provision of this Agreement to the contrary, each Purchaser, severally and not jointly with the other Purchasers, covenants that such

Purchaser, together with Persons acting on such Purchaser’s behalf, or any Affiliate of the foregoing (collectively, the “Restricted

Persons”), shall not, directly or indirectly, engage in or execute any Short Sale of the Common Stock, either for its own principal

account or for the principal account of another Restricted Person, during the period commencing with the execution of this Agreement and

ending on the date that no Shares or Warrants remain outstanding.

Company expressly acknowledges and agrees that, except for the covenants set forth above in this Section 4.13, (i) no Purchaser

makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company,

(ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with

applicable securities laws from and after the time and (iii) this Agreement shall impose no duty on any Purchaser of confidentiality

or to not trade in the securities of the Company. Further, in the case of a Purchaser that is a multi-managed investment vehicle whereby

separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge

of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenants set

forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision

to purchase the Securities covered by this Agreement.

4.14. Exercise

and Conversion Procedures. The form of Notice of Exercise included in the Warrants and the form of Conversion Notice (as defined

in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the

Purchasers in order to exercise the Warrants or convert the Shares. No additional legal opinion, other information or instructions shall

be required of the Purchasers to exercise their Warrants or convert their Shares. The Company shall honor exercises of the Warrants and

conversion of the Shares and shall deliver the Underlying Shares in accordance with the terms, conditions and time periods set forth in

the Transaction Documents.

4.15. Form

D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D

and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably

determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under

applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly

upon request of any Purchaser.

ARTICLE

MISCELLANEOUS

5.1. Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the other Parties, if the Closing has not been consummated

on or before the fifth Trading Day following the date hereof; provided, however, that no such termination will affect the right of any

Party to sue for any breach by any other Party (or Parties).

5.2. Fees

and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each Party shall pay the fees and expenses

of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such Party incident to the negotiation,

preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including any fees

required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser),

stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3. Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the

Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,

with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.

5.4. Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on

a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment

at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight

courier service or (d) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and

communications shall be as set forth on the signature pages attached hereto.

5.5. Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the

case of an amendment, by the Company and the Purchasers holding a majority of the Shares then outstanding or, in the case of a waiver,

by the Party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver

disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser

(or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of

this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other

provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner

impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the

rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior

written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding

upon each Purchaser and holder of Securities and the Company.

5.6. Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other

than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or

transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by

the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8. No Third-Party

Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company

in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for

the benefit of the Parties and their respective successors and permitted assigns and is not for the benefit of, nor may any provision

hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9. Governing Law.

All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by

and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each Party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a Party or its respective affiliates, directors,

officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting

in the New York City. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in

the New York City, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably

waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any

such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each Party hereby irrevocably

waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via

registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to

it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any Party shall

commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the

Company under Section 4.8, the prevailing Party in such Action or Proceeding shall be reimbursed by the non-prevailing Party for

its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such

Action or Proceeding.

5.10. Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11. Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each Party and delivered to each other Party, it being understood that

the Parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”

format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature

is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.12. Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their commercially reasonable efforts to

find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13. Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any

of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document

and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or

withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole

or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of an exercise

of a Warrant, the applicable Purchaser shall be required to return any Warrant Shares subject to any such rescinded exercise notice concurrently

with the return to such Purchaser of the aggregate exercise price paid to the Company for such Warrant Shares and the restoration of such

Purchaser’s right to acquire such Warrant Shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement

warrant certificate evidencing such restored right).

5.14. Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company

shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu

of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company

of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15. Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The Parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby

agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would

be adequate.

5.16. Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or

a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or

are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including

any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation

or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not

been made or such enforcement or setoff had not occurred.

5.17. Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several

and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including the rights arising out of this Agreement or out of the other Transaction Documents, and it shall

not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been

represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to

provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required

or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement

and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers

collectively and not between and among the Purchasers.

5.18. Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.19. Construction.

The Parties agree that each of them or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. As

used here, the words “including” or “includes” shall be deemed followed by “without limitation,” and

the word “or” shall be deemed to mean “and/or.”

5.20. WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH

KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY

WAIVES FOREVER TRIAL BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF, the Parties

have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated

above.

BIG DIGITAL ENERGY, INC.

Address for Notice:

By:

/s/ Kaliste Saloom

Big Digital Energy, Inc.

Name:

Kaliste Saloom

950 Railroad Avenue

Title:

General Counsel

Midland, PA 15059

Attn: Kaliste Saloom

With a copy to

Email:Kaliste.Saloom@bigdigital.energy

(which shall not constitute notice):

Dorsey & Whitney LLP

50 South Sixth Street, Suite 1500

Minneapolis, Minnesota 55402

Attn: Cam Hoang

Email: hoang.cam@dorsey.com

[REMAINDER OF PAGE INTENTIONALLY

LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO

BIG DIGITAL ENERGY, INC. SECURITIES

PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned

have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated

above.

Name of Purchaser: Six Thirty AI, LLC

Signature of Authorized Signatory of

Purchaser: /s/ Phil Stanley

Name of Authorized Signatory: Phil Stanley

Title of Authorized Signatory: Manager

Email Address of Authorized Signatory: phil@sixthirty.ai

Address

for Notice to Purchaser:

Six Thirty AI, LLC

5473 Blair Road,

Suite 100 PMB 553663,

Dallas, TX 75231

Attn: Anna Kirby

Email: Anna@sixthirty.ai

With a copy to (which shall not constitute notice):

Wick Phillips Gould & Martin, LLP

3131 McKinney Avenue,

Suite 500

Dallas, Texas 75204

Attention: Steven Rubin

E-mail: steven.rubin@wickphillips.com

Address for Delivery of Securities to Purchaser (if not

same as address for notice): N/A

Subscription Amount: $15,000,000.00

Number of Shares: 16,700 shares of Preferred Stock

Number of Warrants: One Warrant to purchase up to 952,109

shares of Common Stock

EIN: 39-2934766

EXHIBIT A

CERTIFICATE OF DESIGNATIONS OF

SERIES D CONVERTIBLE PREFERRED STOCK

CERTIFICATE OF DESIGNATIONS OF

SERIES D CONVERTIBLE PREFERRED STOCK

BIG DIGITAL ENERGY, INC.

I, Kaliste Saloom,

hereby certify that I am the General Counsel of Big Digital Energy, Inc. (the “Company”), a corporation organized and

existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify on behalf of the Company

and not in my personal capacity:

That pursuant

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

Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), and Section 151(g) of the DGCL,

the Special Transactions Committee of the Board, with authority delegated by the Board, on June 29, 2026, passed the following resolutions,

creating a series of preferred stock having a par value of $0.001 per share, designated as “Series D Convertible Preferred Stock”.

RESOLVED, that,

in accordance with the provisions of the Certificate of Incorporation, the Special Transactions Committee of the Board does hereby authorize

and provide for the establishment, allotment and issuance of a series of preferred stock, par value $0.001 per share, of the Company designated

as “Series D Convertible Preferred Stock” and that the designation and number of shares thereof and the other relative

rights, powers and preferences of the shares of such series and the qualifications, limitations and restrictions thereof in accordance

with this certificate of designations (this “Certificate of Designations”), as follows:

TERMS OF SERIES D CONVERTIBLE PREFERRED

STOCK

1. Designation

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

D Convertible Preferred Stock” (the “Preferred Stock”). The authorized number of Preferred Stock shall be 100,000

shares. Each Preferred Share shall have a par value of $0.001 and shall be certificated and represented in physical or electronic stock-certificate

form. Capitalized terms not defined herein shall have the meanings as set forth in Section 33 below.

2. Ranking. For

so long as any Preferred Stock are issued, except (x) as permitted pursuant to Section 15(e) or (y) to the extent that the Required Holders

(as defined below) expressly consent to the creation of Parity Shares or Senior Preferred Stock (as defined below) in accordance with

Section 18, all shares in the capital of the Company shall be junior in rank to the Preferred Stock with respect to the preferences as

to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior shares are referred

to herein collectively as “Junior Shares”). The rights of all shares in the capital of the Company shall be subject

to the rights, powers, preferences and privileges of the Preferred Stock. Without limiting any other provision of this Certificate of

Designations, without the prior express consent of holders of at least a majority of the issued Preferred Stock and Yorkville (as defined

below) (collectively, the “Required Holders”), voting separately as a single class, the Company shall not hereafter

authorize or issue any additional or other shares in the capital of the Company that is (i) of senior rank to the Preferred Stock in

respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company

(collectively, the “Senior Preferred Stock”), (ii) of pari passu rank to the Preferred Stock in respect of the preferences

as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Parity

Shares”) or (iii) any Junior Shares having a maturity date or which is mandatorily redeemable or redeemable at the option of

the holder thereof, in whole or in part, on or prior to the date that is 90 days after the date that no Preferred Stock remain issued,

except, in the case of the foregoing clause (i) and (ii), to the extent permitted pursuant to Section 15(e). In the event of the merger

or consolidation of the Company with or into another corporation, so long as any Preferred Stock remain issued, the Preferred Stock shall

maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation

shall be consummated if it would result in the Preferred Stock being treated in any manner inconsistently with the foregoing, unless

the Company has exercised its right of Company Optional Redemption in full prior to or in connection with such merger or consolidation

and actually pays the applicable Company Optional Redemption Price prior to or simultaneously with such merger or consolidation.

3. Dividends.

(a) Dividends.

Each holder of a Preferred Share (each, a “Holder” and collectively, the “Holders”), shall be entitled

to receive dividends (“Dividends”) on the Stated Value of its Preferred Stock at the applicable Dividend Rate (as defined

below). Dividends on the Preferred Stock shall commence accruing on the date of issuance of a Preferred Share and shall be computed on

the basis of a 360-day year and twelve 30-day months. Dividends shall be payable quarterly in arrears on the last Trading Day of each

quarter (each, a “Dividend Date”). On each Dividend Date, the Company shall, at its election, (i) pay such Dividend

through the issuance of additional Preferred Stock (“PIK Shares”) to each holder equal to the quotient of (x) the aggregate

amount of Dividends accrued on such Holder’s Preferred Stock and (y) the Stated Value or (ii) pay such Dividend in cash; provided,

however, that the Company shall not pay any Dividend in cash to the extent prohibited by applicable law or agreements governing the Company’s

debts or other liabilities. If the Company elects to pay a Dividend through the issuance of PIK Shares, the Company shall promptly after

each Dividend Date deliver to each Holder stock certificate receipts evidencing the issuance of the PIK Shares on such Dividend Date,

if any such PIK Shares are so issued on such Dividend Date. Dividends on the Preferred Stock as provided in this Section 3(a) shall accrue

and be payable whether or not declared, set aside for payment or otherwise authorized by the Board and whether or not in any fiscal year

there shall be net profits or surplus available for the payment of dividends, such that if Dividends are not paid as provided in this

Section 3(a), the unpaid Dividends shall accumulate until paid.

4. Conversion.

At any time beginning two months after the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully

paid and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 4.

(a) Holder’s

Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the date that is two (2) months after

the Initial Issuance Date, each Holder shall be entitled to convert any Preferred Stock held by such Holder into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below).

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

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

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

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

conversion of any Preferred Stock, except any such taxes that are due because the converting Holder requests the shares of Common Stock

to be registered in a name other than the Holder’s name.

(b) Conversion

Rate. The number of shares of Common Stock issuable upon conversion of any Preferred Share pursuant to Section 4(a) shall be determined

by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion Rate”):

(i) “Conversion

Amount” means, with respect to each Preferred Share, as of the applicable date of determination, the sum of (A) the Stated

Value thereof plus (B) any Additional Amount thereon as of such date of determination.

(ii) “Conversion

Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of determination, 95% of the lowest

daily VWAP of the Common Stock during the five (5) consecutive Trading Day period immediately preceding but not including the Conversion

Date, provided that the Conversion Price shall not be lower than the Floor Price and subject to adjustment as provided herein.

(iii) Derivative

Liability Savings Adjustment. Notwithstanding anything to the contrary in this Certificate of Designations, solely with respect to

fiscal quarter ending June 30, 2026, if the Company’s independent registered public accounting firm confirms in writing that, absent

an increase in the Floor Price pursuant to this Section 4(b)(iii), the issuance of the Preferred Stock or the existence, terms or operation

of the conversion rights hereunder would be required under U.S. GAAP to result in a Derivative Liability in excess of $2,000,000, or

would cause the Company to breach the Stockholders’ Equity Requirement, then the Floor Price shall, effective as of the date of

such written confirmation and without further action by the Company or any Holder, be increased solely to the lowest price that such

independent registered public accounting firm confirms in writing would (A) limit such Derivative Liability to not more than $2,000,000

and (B) cause the Company to satisfy shareholder’s equity maintenance requirement for continued listing on the Nasdaq Capital Market

. Any such written confirmation shall include reasonably detailed supporting calculations, shall be delivered to each Holder promptly

and in any event within one (1) Business Day after receipt by the Company, and shall be conclusive absent manifest error. No adjustment

under this Section 4(b)(iii) shall be made based on the Company’s internal determination or without such written confirmation,

and any increase in the Floor Price pursuant to this Section 4(b)(iii) shall be no greater than necessary to achieve the foregoing limits.

If, after any increase in the Floor Price pursuant to this Section 4(b)(iii), the Company’s independent registered public accounting

firm confirms in writing that a lower Floor Price would not result in a Derivative Liability in excess of $2,000,000 or cause the Company’s

stockholders’ equity to be less than the Stockholders’ Equity Requirement as of any fiscal quarter end, then the Floor Price

shall automatically decrease to such lower price, but in no event below the Floor Price in effect immediately prior to the applicable

increase under this Section 4(b)(iii). Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, this

Section 4(b) shall only be effective with respect to the fiscal quarter ended June 30, 2026, and shall not have any force and effect,

and shall not be operative, with respect to any other fiscal period of the Company.

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

(i) Optional

Conversion. To convert a Preferred Share into shares of Common Stock on any date (a “Conversion Date”), a Holder

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

copy of an executed notice of conversion of the share(s) of Preferred Stock subject to such conversion in the form attached hereto as

Exhibit I (the “Conversion Notice”) to the Company. As promptly as practicable, and in any event on

or before the second (2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic

mail an acknowledgment of confirmation of receipt of such Conversion Notice, substantially in the form attached hereto as Exhibit

II, to such Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall

constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the

second (2nd) Trading Day following each date on which the Company has received a Conversion Notice (the “Share Delivery Deadline”),

the Company shall: (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program (“FAST”),

credit such aggregate number of shares of Common Stock to which such Holder shall be entitled pursuant to such conversion to such Holder’s

or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is

not participating in FAST, upon the request of such Holder, issue and deliver (whether via electronic email or reputable overnight courier)

to the address as specified in such Conversion Notice, a Book-Entry Statement, registered in the name of such Holder or its designee,

for the number of shares of Common Stock to which such Holder shall be entitled. If less than all of the Preferred Stock then held by

a Holder are submitted for conversion pursuant to any Conversion Notice, then the Company shall, as soon as practicable and in no event

later than two (2) Trading Days after receipt of the applicable Conversion Notice and at its own expense, issue and deliver to such Holder

(or its designee) a new stock certificate (in accordance with Section 20(c)) representing the number of Preferred Stock not converted.

The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Stock shall be treated for

all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(ii) Company’s

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

Deadline, if the Transfer Agent is not participating in FAST, to issue and deliver to such Holder (or its designee) a Book-Entry for

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

share register or, if the Transfer Agent is participating in FAST, to credit such Holder’s or its designee’s balance account

with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion

Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to such Holder,

such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the

case may be, all, or any portion, of such Preferred Stock that has not been converted pursuant to such Conversion Notice; provided that

the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to

the date of such notice pursuant to this Section 4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery

Deadline the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to such Holder (or its designee)

a Book-Entry and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating

in FAST, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable, with

DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder or pursuant

to the Company’s obligation pursuant to clause (II) below, and if on or after such Share Delivery Deadline such Holder purchases

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

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

the Company in connection with such Conversion Failure, as applicable (a “Buy-In”), then, in addition to all other

remedies available to such Holder, the Company shall, within three (3) Business Days after receipt of such Holder’s request and

in such Holder’s discretion, either: (I) pay cash to such Holder in an amount equal to such Holder’s total purchase price

(including brokerage commissions, shares loan costs and other out-of- pocket expenses, if any) for the shares of Common Stock so purchased

(including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”),

at which point the Company’s obligation to so issue and deliver such Book-Entry (and to issue such shares of Common Stock) or credit

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

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

Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a Book-Entry representing such shares

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

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

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

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

of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II). Nothing herein shall

limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation,

a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver a Book Entry

representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of Preferred Stock

as required pursuant to the terms hereof.

(iii) Registration;

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

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

“Registered Preferred Stock”). The entries in the Register shall be conclusive and binding for all purposes absent

manifest error. The Company and each Holder of the Preferred Stock shall treat each Person whose name is recorded in the Register as

the owner of a Preferred Share for all purposes (including, without limitation, the right to receive payments and Dividends hereunder)

notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such

assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred

Stock by such Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered

Preferred Stock in the same aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Stock to the designated

assignee or transferee pursuant to Section 20, provided that, subject to Section 19, if the Company has granted its consent to an assignment

or other transfer (or such consent is not required in accordance with Section 19) and the Company does not so record an assignment, transfer

or sale (as the case may be) of such Registered Preferred Stock within two (2) Business Days of such a request, then the Register shall

be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Each Holder and the Company shall

maintain records showing the Stated Value, Dividends converted and/or paid (as the case may be) and Late Charges converted and/or paid

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

satisfactory to such Holder and the Company, and if the Company does not update the Register to record such Stated Value, Dividends converted

and/or paid (as the case may be) and Late Charges converted and/or paid (as the case may be), and the dates of such conversions and/or

payments (as the case may be), within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated

to reflect such occurrence. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred

Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any

transferee or assignee, by acceptance of a Book-Entry, acknowledge and agree that, by reason of the provisions of this paragraph, following

conversion of any Preferred Stock, the number of Preferred Stock represented by such Book-Entry may be less than the number of Preferred

Stock stated in the most recent Book-Entry statement delivered to the Holder. Each Book-Entry representing Preferred Stock shall bear

the following legend:

ANY

TRANSFEREE OR ASSIGNEE OF THIS INSTRUMENT SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING

TO THE SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS INSTRUMENT, INCLUDING SECTION 4(c)(iii) THEREOF.

THE

NUMBER OF SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS INSTRUMENT MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES D PREFERRED

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

STOCK REPRESENTED BY THIS INSTRUMENT.

(iv) Pro

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

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

each Holder electing to have Preferred Stock converted on such date a Holder Pro Rata Amount of such Holder’s Preferred Stock submitted

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

aggregate number of Preferred Stock submitted for conversion on such date. In the event of a dispute as to the number of shares of Common

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

of Common Stock not in dispute and resolve such dispute in accordance with Section 25.

(d) Limitation

on Beneficial Ownership. The Company shall not effect the conversion of any of the Preferred Stock held by a Holder, and such Holder

shall not have the right to convert any of the Preferred Stock held by such Holder pursuant to the terms and conditions of this Certificate

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

to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the

“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion.

For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other

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

number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which the determination of such sentence

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

Stock beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or

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

Stock or warrants, including the Preferred Stock) beneficially owned by such Holder or any other Attribution Party subject to a limitation

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

shall be calculated in accordance with Section 13(d) of the 1934 Act. In addition, a determination as to any group status as contemplated

above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For

purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Stock

without exceeding the Maximum Percentage, such Holder may rely on the number of shares of Common Stock outstanding as reflected in (x)

the Company’s most recent Annual Report on Form 10-K, Current Report on Form 8-K or other public filing with the SEC, as the case

may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if

any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If

the Company receives a Conversion Notice from a Holder at a time when the actual number of shares of Common Stock outstanding is less

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

outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined

pursuant to this Section 4(d), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of

Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any

Holder, the Company shall within two (2) Business Days confirm in writing or by electronic mail to such Holder the number of shares of

Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect

to the conversion or exercise of securities of the Company, including such Preferred Stock, by such Holder and any other Attribution

Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common

Stock to a Holder upon conversion of such Preferred Stock results in such Holder and the other Attribution Parties being deemed to beneficially

own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section

13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate

beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall

be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For purposes of clarity, the

shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage

shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1)

of the 1934 Act. No prior inability to convert such Preferred Stock pursuant to this paragraph shall have any effect on the applicability

of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to the extent

necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial

ownership limitation contained in this Section 4(d) or to make changes or supplements necessary or desirable to properly give effect

to such limitation. The limitation contained in this paragraph may not be waived or eliminated (except by an amendment to this Certificate

of Designations) and shall apply to a successor holder of such Preferred Stock. Notwithstanding the foregoing, this Section 4(d) shall

not apply to any Holder that, together with such Holder’s other Attribution Parties, beneficially owns shares of Common Stock in

excess of the Maximum Percentage as of the first date on which such Holder acquires Preferred Stock.

(e) Conversion

Limitation. During any calendar month, so long as no Triggering Event has occurred and is continuing, no Holder shall convert Preferred

Stock to the extent that the aggregate dollar value of the shares of Common Stock issuable upon all conversions by Holders during such

calendar month would exceed the greater of (a) ten percent (10%) of aggregate dollar trading volume of the Common Stock during such calendar

month or (b) $2.0 million. For the avoidance of doubt, after the occurrence and during the continuance of a Triggering Event the limitations

set forth in this Section 4(e) shall have no force and effect.

(f) Principal

Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares or otherwise pursuant

to the terms of this Certificate of Designations if the issuance of such shares of Common Stock together with the number of shares issued

under that certain Warrant would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of

the Preferred Shares without breaching the Company’s obligations under the listing rules of the Principal Market (the number of

shares which may be issued without violating such rules, including rules related to the aggregate offerings under NASDAQ Listing Rule

5635(d) and NYSE Listed Company Manual Section 312.03(c), as applicable, the “Exchange Cap”), except that such limitation

shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable listing rules

of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside

counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until

such approval or such written opinion is obtained, no Holder shall be issued in the aggregate, upon conversion of any Preferred Shares,

shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by (ii)

the quotient of (1) the aggregate number of Preferred Shares issued to such Holder on the Initial Issuance Date divided by (2) the aggregate

number of Preferred Shares issued to the Holders on the Initial Issuance Date (with respect to each Holder, the “Exchange Cap

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

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

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

of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of a Holder’s Preferred Shares, the difference

(if any) between such Holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such Holder

upon such Holder’s conversion in full of such Preferred Shares shall be allocated to the respective Exchange Cap Allocations of

the remaining Holders of Preferred Shares on a pro rata basis in proportion to the shares of Common Stock underlying the Preferred Shares

then held by each such Holder of Preferred Shares.

Triggering Events.

(a) Triggering

Event. Each of the following events, in each case to the extent such event (disregarding any cure period) occurs following the Initial

Issuance Date, shall constitute a “Triggering Event”:

(i) the

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

a period of ten (10) consecutive Trading Days;

(ii) the

Company’s (A) failure to cure a Conversion Failure (as defined herein) by delivery of the required number of shares of Common Stock

within three (3) Trading Days after the applicable Conversion Date or (B) written notice to any Holder of Preferred Stock, including,

without limitation, by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required,

with a request for conversion of any Preferred Stock into shares of Common Stock that is requested in accordance with the provisions

of this Certificate of Designations (for the avoidance of doubt, other than the Company’s valid refusal to effectuate a conversion

in accordance with Section 4(d) or Section 4(f) hereof);

(iii) except

to the extent the Company is in compliance with Section 10(b) below, at any time following the tenth (10th) consecutive day that a Holder’s

Authorized Share Allocation (as defined in Section 10(a) below) is less than 100% of the number of shares of Common Stock that such Holder

would be entitled to receive upon a conversion in full, of all of the Preferred Stock then held by such Holder (assuming conversion at

the Floor Price then in effect without regard to any limitations on conversion set forth in this Certificate of Designations);

(iv) the

Company’s failure to pay to any Holder any Dividend on any Dividend Date (whether or not declared by the Board), solely to the

extent such failure remains uncured for a period of at least five (5) Trading Days after the Company’s receipt of written notice

thereof;

(v) the

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

limitation, the Company’s failure to pay any Late Charges or other amounts due in cash hereunder), the Securities Purchase Agreement

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

transactions contemplated hereby and thereby (in each case, whether or not permitted pursuant to the DGCL), solely to the extent such

failure remains uncured for a period of at least five (5) Trading Days after the Company’s receipt of written notice thereof;

(vi) the

Company fails to deliver the shares of Common Stock issuable upon a conversion of Preferred Stock without a restrictive legend either

on any Book-Entry representing such shares of Common Stock or by credit of such shares of Common Stock to such Holder’s or its

designee’s balance account with DTC as and when required by this Certificate of Designations, unless otherwise then prohibited

by applicable federal securities laws, and any such failure remains uncured for at least five (5) Trading Days after the Company’s

receipt of written notice thereof;

(vii) the

Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(1) commences

a voluntary case or proceeding;

(2) consents

to the entry of an order for relief against it in an involuntary case or proceeding;

(3) consents

to the appointment of a custodian of it or for substantially all of its property;

(4) makes

a general assignment for the benefit of its creditors;

(5) takes

any comparable action under any foreign Bankruptcy Law; or

(6) is

not paying its undisputed debts as they become due, and such failure continues unremedied

for a period of thirty (30) consecutive days;

(viii) a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:

(1) is

for relief against the Company or any of its Significant Subsidiaries in an involuntary case

or proceeding;

(2) appoints

a custodian of the Company or any of its Significant Subsidiaries, or for any substantial

part of the property of the Company or any of its Significant Subsidiaries;

(3) orders

the winding up or liquidation of the Company or any Significant Subsidiary; or

(4) grants

any similar relief under any foreign Bankruptcy Law, and, in each case under this subsection

(viii), such order or decree remains unstayed and in effect for at least sixty (60) days;

(ix) one

or more final and non-appealable judgment being rendered against the Company or any of its Significant Subsidiaries for the payment of

at least $10,000,000 in the aggregate (excluding any amounts covered by insurance or bond), where such judgment is not discharged, stayed,

vacated or otherwise satisfied within sixty (60) days after (A) the date on which the right to appeal the same has expired, if no such

appeal has commenced or (B) the date on which all rights to appeal have been extinguished (for the avoidance of doubt, excluding any

judgments or awards in favor of Affiliates of Celsius Mining LLC occurring prior to the Initial Issuance Date);

(x) default

by the Company or any of its Subsidiaries with respect to any one or more mortgages, agreements or other instruments under which there

is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least $2,500,000 (or its foreign

currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such indebtedness exists as of the Initial Issuance

Date or is thereafter created, where such default constitutes a failure to pay principal or interest on such indebtedness or results

in such indebtedness becoming or being declared due and payable prior to its stated maturity (for the avoidance of doubt, excluding any

amounts owed to Affiliates of Celsius Mining LLC on account of judgments or awards occurring prior to the Initial Issuance Date or any

amount shown as unpaid or past due on Schedule 3.1(aa) to the Securities Purchase Agreement);

(xi) other

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

made by or on behalf of the Company or such Subsidiary in any Transaction Document in any material respect (other than the representations

or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any material covenant or

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

that is curable, only if such breach remains uncured for a period of thirty (30) consecutive days after the Company’s receipt of

written notice thereof;

(xii) a

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

Event has occurred;

(xiii) any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15(e) of this Certificate of

Designations, only if such breach remains uncured for a period of five (5) consecutive Trading Days; or

(xiv) any

breach or failure in any material respect by the Company to comply with the covenant titled “Equity Classification; Stockholders’

Equity” in Section 15, or any representation or warranty made by the Company therein proving to have been false or inaccurate in

any material respect when made or deemed made (it being understood and agreed that failure to comply with the Stockholders’ Equity

Requirement as of any applicable measurement date shall constitute such a material breach, failure, falsehood or inaccuracy).

(b) Notice

of a Triggering Event. Within two (2) Business Days after becoming aware of the occurrence of a Triggering Event, the Company shall

deliver written notice thereof via electronic mail to each Holder.

Rights Upon Fundamental Transactions.

(a) Assumption.

The Company shall not enter into or be party to a Fundamental Transaction unless (i) (x) the Successor Entity or its Parent Entity (in

which case, all subsequent references to “Successor Entity” in this paragraph shall be deemed to refer to such Parent Entity)

assumes in writing all of the obligations of the Company under this Certificate of Designations and the other Transaction Documents in

accordance with the provisions of this Section 6(a) pursuant to written agreements in form and substance reasonably satisfactory to the

Required Holders and approved by the Required Holders prior to such Fundamental Transaction (such approval not to be unreasonably withheld,

conditioned or delayed), including agreements to deliver to each Holder of Preferred Stock in exchange for such Preferred Stock a security

of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Designations,

including, without limitation, having a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Stock

held by the Holders and having similar ranking to the Preferred Stock, and satisfactory to the Required Holders and (y) the Successor

Entity is a publicly traded corporation whose common equity is quoted on or listed for trading on an Eligible Market or (ii) the Company

exercises its right of Company Optional Redemption in full effective upon the consummation of such Fundamental Transaction. Except in

the case of the foregoing clause (ii), upon the occurrence of any Fundamental Transaction, (A) the Successor Entity shall succeed to,

and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designations

and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise

every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of Designations and

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

(B) the Successor Entity shall deliver to each Holder confirmation that there shall be issued upon conversion of the Preferred Stock

at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash,

assets or other property (except such items still issuable under Sections 7 and 15, which shall continue to be receivable thereafter))

issuable upon the conversion of the Preferred Stock prior to such Fundamental Transaction, such shares of the publicly traded common

equity (or their equivalent) of the Successor Entity which each Holder would have been entitled to receive upon the happening of such

Fundamental Transaction had all the Preferred Stock held by each Holder been converted immediately prior to such Fundamental Transaction

at the Conversion Price in effect at such time (without regard to any limitations on the conversion of the Preferred Stock contained

in this Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations. Notwithstanding

the foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6(a) to

permit the Fundamental Transaction without the assumption of the Preferred Stock. The provisions of this Section 6 shall apply similarly

and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of the Preferred

Stock.

Rights Upon Issuance of Purchase Rights and Other Corporate Events.

(a) Purchase

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

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

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

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

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

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

Stock were converted at the Conversion Price as of the applicable record date) held by such Holder immediately prior to the date on which

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

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

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

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

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

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

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

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

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

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

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

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

(b) Other

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

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

in exchange for shares of Common Stock (a “Corporate Event”), except to the extent the Company exercises its right

of Company Optional Redemption effective upon the consummation of such Fundamental Transaction, the Company shall make appropriate provision

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

Stock held by such Holder (i) such securities or other assets to which such Holder would have been entitled with respect to the shares

of Common Stock receivable upon such conversion had such shares of Common Stock been held by such Holder upon the consummation of such

Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock set forth in

this Certificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities

or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such

amounts as such Holder would have been entitled to receive had the Preferred Stock held by such Holder initially been issued with conversion

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

with the Conversion Rate in effect at such time. Provision made pursuant to the preceding sentence shall be in a form and substance reasonably

satisfactory to the Required Holders. The provisions of this Section 7 shall apply similarly and equally to successive Corporate Events

and shall be applied without regard to any limitations on the conversion of the Preferred Stock set forth in this Certificate of Designations.

Rights Upon Issuance of Other Securities.

(a) Voluntary

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

remain issued, with the prior written consent of the Required Holders, reduce the then current Conversion Price to any amount and for

any period of time deemed appropriate by the Board.

(b) Calculations.

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

The number of shares of Common Stock issued at any given time shall not include shares owned or held by or for the account of the Company,

and the disposition of any such shares shall be considered an issue or sale of Common Stock. The Company will make all calculations in

good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule

of such calculations to any Holder upon written request.

9. Non-circumvention.

The Company hereby covenants and agrees, to the extent that it is within the power and control of the Company, that the Company will

not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, scheme

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

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

of Designations and take all action as may be required to protect the rights of the Holders hereunder. Without limiting the generality

of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (a) shall

not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Stock above the Conversion Price

then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally

issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Stock and (c) shall, so long as any Preferred

Stock are issued, take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for

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

be necessary to effect the conversion of the Preferred Stock then issued (without regard to any limitations on conversion contained herein).

Notwithstanding anything herein to the contrary, if each Holder is not permitted to convert such Holder’s Preferred Stock in full

for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use its reasonable best efforts

to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion

into shares of Common Stock.

10. Authorized Shares.

(a) Reservation.

So long as any Preferred Stock remain issued, the Company shall at all times reserve out of its authorized and unissued Common Stock

a number of shares of Common Stock equal to the sum of (i) 100% of the aggregate number of shares of Common Stock as shall from time

to time be necessary to effect the conversion of all of the Preferred Stock then issued at the Floor Price then in effect (without regard

to any limitations on conversions) and (ii) 100% of the aggregate number of shares of Common Stock that would be necessary to effect

the conversion of that number of PIK Shares equal to eighteen (18) months of Dividends on the Preferred Stock then issued at the Floor

Price then in effect (without regard to any limitations on conversions set forth herein) (the “Required Reserve Amount”).

The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro

rata among the Holders based on the number of the Preferred Stock held by each Holder on each Issuance Date or increase in the number

of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a Holder shall sell

or otherwise transfer any of such Holder’s Preferred Stock, each transferee shall be allocated a pro rata portion of such Holder’s

Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Stock

shall be allocated to the remaining Holders of Preferred Stock, pro rata based on the number of the Preferred Stock then held by the

Holders.

(b) Insufficient

Authorized Shares. If, notwithstanding Section 10(a) and not in limitation thereof, at any time while any of the Preferred Stock

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

to reserve for issuance upon conversion of the Preferred Stock at least a number of shares of Common Stock equal to the Required Reserve

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

Company’s authorized Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred

Stock then issued (or deemed issued pursuant to Section 10(a) above). Without limiting the generality of the foregoing sentence, as soon

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

occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in

the number of authorized Common Stock. Nothing contained in Section 10(a) or this Section 10(b) shall limit any obligations of the Company

under any provision of the Securities Purchase Agreement.

11. Company Optional Redemption.

(a) At

any time, or from time to time, after the Issuance Date for the applicable Preferred Shares, the Company shall have the right to redeem

all or any portion of such Preferred Shares (the “Company Optional Redemption”) at a redemption price equal to the

Conversion Amount of the Preferred Shares to be redeemed multiplied by 105% (such price, subject to adjustment as provided herein,

the “Company Optional Redemption Price”). Notwithstanding the foregoing, the Company will not exercise its rights

to Company Optional Redemption, or otherwise send a Notice of Company Optional Redemption, unless the Company has sufficient funds legally

available to fully pay the Company Optional Redemption Price in respect of all Preferred Shares called for Company Optional Redemption.

The Company Optional Redemption Price shall be paid in cash. Notwithstanding the foregoing, if on the date of the Notice of Company Optional

Redemption or if at any time during the Company Optional Redemption Period, the Equity Conditions are not, or cease to be, satisfied,

then the Company Optional Redemption Price shall be the greater of (x) such portion of the Conversion Amount multiplied by 105%

and (y) the product of (A) such portion of the Conversion Amount multiplied by (B) the quotient determined by dividing (I) the highest

VWAP for the Common Stock during the Company Optional Redemption Period by (II) the Conversion Price in effect on the Trading Day on

which such highest VWAP occurs; provided, such increased Company Optional Redemption Price shall apply only with respect to that portion

of the Conversion Amount being redeemed that is convertible into a number of shares of Common Stock that would be required to be registered

for resale under the RRA but are not so registered.

(b) If

the Company elects to effect a Company Optional Redemption, the Company shall send to the Holders a written notice (i) notifying the

Holders of the election of the Company to redeem all or the applicable part of the Preferred Shares and the date set for redemption

(the “Company Optional Redemption Date”), (ii) stating the Conversion Amount subject to the Company Optional Redemption

(the “Company Optional Redemption Amount”), (iii) stating the instructions a Holder must follow to receive

payment, and (iv) stating the Company Optional Redemption Price therefor (such notice, a “Notice of Company Optional

Redemption”). The Company Optional Redemption Date selected by the Company shall be no less than 12 Trading Days nor more

than 60 Trading Days after the date on which the Company provides the Notice of Company Optional Redemption to the Holders (such

period, “Company Optional Redemption Notice Period”). In the case of a partial redemption, then (x) the Preferred

Shares to be redeemed will be selected pro rata among the Holders based on the number of the Preferred Shares held by each Holder on

the Company Optional Redemption Date and (y) all Conversion Amounts converted by the Holder after the date of the Notice of Company

Optional Redemption shall reduce the Company Optional Redemption Amount required to be redeemed on the Company Optional Redemption

Date.

the avoidance of doubt, the Holder may convert Preferred Shares, at any time and from time to time during or after a Company Optional

Redemption Notice Period until 5:00 p.m. New York City time on the second (2nd) Business Day immediately before the applicable

Company Optional Redemption Date, except to the extent the Company fails to pay the Company Optional Redemption Price for such Preferred

Shares in accordance with this Section 11. With respect to any portion of the Conversion Amount of the Preferred Shares which have not

been converted by a Holder prior to the applicable Company Optional Redemption Date and have been specified to be redeemed by the Company

pursuant to the Company Optional Redemption and which have been redeemed in accordance with the provisions of this Section 11, (i) Dividends,

if any, shall cease to accrue on such Preferred Shares, (ii) such Preferred Shares shall no longer be deemed outstanding and (iii) all

rights with respect to such Preferred Shares shall cease and terminate.

(d) Any

such Notice of Company Optional Redemption given in accordance with the provisions of this Section 11 may, at the Company’s discretion,

be given prior to the completion of a transaction (including a Fundamental Transaction or other transaction) and be subject to the satisfaction

(or waiver by the Company) of one or more conditions precedent, including, but not limited to, completion of a related transaction. If

such Company Optional Redemption is so subject to satisfaction of one or more conditions precedent, such Notice of Company Optional Redemption

shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the applicable Company Optional

Redemption Date may be delayed until such time (including more than 60 days after the date the Notice of Company Optional Redemption

was delivered) as any or all such conditions shall be satisfied (or waived by the Company), or such Company Optional Redemption may not

occur and such Notice of Company Optional Redemption may be rescinded in the event that any or all such conditions shall not have been

satisfied (or waived by the Company) by such Company Optional Redemption Date, or by such Company Optional Redemption Date as so delayed.

In addition, the Company may provide in such Notice of Company Optional Redemption that payment of the Company Optional Redemption Price

and performance of the Company’s obligations with respect to such Company Optional Redemption may be performed by another Person.

If any such condition precedent has not been satisfied (or waived by the Company), the Company shall provide written notice to the Holders

no later than the close of business on the third (3rd) Business Day prior to the applicable Company Optional Redemption Date. To the

extent any such condition precedent is satisfied (or waived by the Company) prior to the Company Optional Redemption Date, the Company

shall promptly provide written notice to the Holders of the completion of the conditions precedent. Upon the Company providing such written

notice to the Holders, the Notice of Company Optional Redemption shall be rescinded or delayed, and the Company Optional Redemption of

the Preferred Shares shall be rescinded or delayed, in each case, as provided in such Notice of Company Optional Redemption.

12. Reserved.

13. Reserved.

14. Voting

Rights. Holders of the Preferred Stock shall be entitled to written notice of all shareholders meetings or written consents, as well

as copies of proxy materials and other information sent to shareholders. Notwithstanding the foregoing, except as required by applicable

law or as expressly set forth herein, the holders of the Preferred Stock shall not be entitled to vote the Preferred Stock on any matter

presented to the shareholders of the Company for their action or consideration, whether at a meeting or by written consent.

15. Covenants.

For so long as any Preferred Stock are outstanding, without the prior written consent of the Required Holders:

(a) Incurrence

of Indebtedness. The Company shall not, nor shall the Company permit any of its Subsidiaries to, create, incur, issue, assume, guarantee

or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness for borrowed money, except

for Permitted Indebtedness.

(b) Existence

of Liens. The Company shall not, nor shall the Company permit any of its Subsidiaries to create, assume or suffer to exist any Lien

to secure Indebtedness on any property or assets now owned or hereafter acquired by the Company or any of its Subsidiaries except for

Permitted Liens.

on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital shares (other than as required

by this Certificate of Designations).

(d) Preservation

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

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

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

such qualification necessary; provided, however, that the Company shall not be required to preserve any such corporate existence of any

of its Subsidiaries if, in the judgment of the Company, the preservation thereof is no longer desirable in the conduct of the business

of the Company and its Subsidiaries, taken as a whole, and all material assets of any such Subsidiaries have been assigned to the Company

or another Subsidiary, in each case where such restructuring does not have a material impact on the Company’s ability to comply

with the provisions hereof.

(e) Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (i) issue any

Preferred Stock (other than as contemplated by the Securities Purchase Agreement and this Certificate of Designations), (ii) issue any

other securities that would cause a breach or default under this Certificate of Designations or (iii) other than where the use of proceeds

is used to (x) redeem the Preferred Stock in full or (y) refinance the Company or its Subsidiary’s Indebtedness existing as of

the Subscription Date, create, or authorize the creation of, any additional class or series of capital shares of the Company (or any

equity security convertible into or exercisable for any such class or series of capital shares of the Company) or issue or sell, or obligate

itself to issue or sell, any equity securities of the Company (or any equity security convertible into or exercisable for any such class

or series of capital shares of the Company) that ranks on par or superior (except in the case of clause (y), in which case such securities

may only rank par or junior) to the Preferred Stock as to dividends, distributions and payments upon the liquidation, dissolution or

winding up of the Company or as to redemption or repurchase rights.

(f) Stay,

Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever

enacted or in force) that may affect the covenants or the performance of this Certificate of Designations; and (B) expressly waives all

benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution

of any power granted to the Holders by this Certificate of Designations, but will suffer and permit the execution of every such power

as though no such law has been enacted.

(g) Taxes.

The Company and its Subsidiaries shall pay when due (taking into account all available extensions) all taxes, fees or other charges of

any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against the Company and

its Subsidiaries or their respective assets or upon their ownership, possession, use, operation or disposition thereof or upon their

rents, receipts or earnings arising therefrom (except where the failure to pay would not, individually or in the aggregate, have a material

adverse effect on the Company or any of its Subsidiaries). The Company and its Subsidiaries shall file on or before the due date therefor

(taking into account all available extensions) all personal property tax returns (except where the failure to file would not, individually

or in the aggregate, have a material adverse effect on the Company or any of its Subsidiaries). Notwithstanding the foregoing, the Company

and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain adequate reserves therefor

in accordance with U.S. GAAP.

(h) Variable

Rate Transaction. Neither the Company nor its Subsidiaries will be party to, enter into, effect or consummate any Variable Rate Transaction

or enter into any agreement to effect or consummate any Variable Rate Transaction. “Variable Rate Transaction” means

a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise

or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock

at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject

to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent

events directly or indirectly related to the business of the Company or the market for the Common Stock whereby the Company or any Subsidiary

may sell securities at a future determined price (other than pursuant to a customary “weighted average” anti-dilution provision

or standard and customary “preemptive” or “participation” rights). Notwithstanding the foregoing, (i) shares

of Common Stock issued and sold pursuant to the ATM Facility; (ii) the issuance of Excluded Securities; and (iii) the making of payments

to customers, vendors or suppliers in the ordinary course of business consistent with past practice consisting of, or the consideration

for which consists of, securities subject to a variable price shall not be deemed a Variable Rate Transaction for purposes of this Section

15(h).

(i) Organizational

Documents. The Company shall not amend, alter, modify, or repeal this Certificate of Designations, by the adoption or amendment of

any Certificate of Designation or similar document, in each case, in any manner that materially adversely affects the rights of any of

the Holders of the Preferred Stock. The Company shall not amend, alter, modify, or repeal its Certificate of Incorporation, bylaws or

any other corporate governance document, in any manner that materially adversely affects the rights of any of the Holders of the Preferred

Stock.

(j) Agreement.

The Company shall not enter into any agreement which would substantially impair its obligations under this Certificate of Designations

or any other Transaction Document.

(k) Independent

Investigation. At the request of any Holder holding not less than $5.0 million in Stated Value of Preferred Stock either (x) at any

time when a Triggering Event has occurred and is continuing, (y) upon the occurrence of an event that with the passage of time or giving

of notice would constitute a Triggering Event or (z) at any time such Holder reasonably believes a Triggering Event may have occurred

or be continuing, the Company will permit an independent, reputable investment bank selected by the Company and approved by such Holder

(such approval not to be unreasonably withheld) to investigate, at the Company’s expense (provided, however, that if such investigation

is undertaken pursuant to the preceding clause (z) and, following such investigation, no Triggering Event is found to have occurred,

such investigation shall be at the Holder’s expense (and the Holder shall promptly reimburse the Company, if applicable)), as to

whether any breach of the Certificate of Designations has occurred (the “Independent Investigator”); provided that,

absent the occurrence and continuance of a Triggering Event, no more than two (2) such investigations shall be permitted in any fiscal

year. If the Independent Investigator determines that such breach of the Certificate of Designations has occurred, the Independent Investigator

shall notify the Company of such breach and the Company shall deliver written notice to each Holder of such breach. In connection with

such investigation, the Independent Investigator may, upon reasonable notice and at such reasonable times during normal business hours,

inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries and,

to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and

accountants (including the accountants’ work papers) and any books of account, records, reports and other papers not contractually

required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent

Investigator may make such copies and inspections thereof as the Independent Investigator may reasonably request; provided that, prior

to being permitted to engage in any such visitation, inspection or access rights provided for under this Section 15(k), such Independent

Investigator shall have executed a standard confidentiality agreement in favor of the Company on customary terms reasonably satisfactory

to the Company. The Company shall furnish the Independent Investigator with such financial and operating data and other information with

respect to the business and properties of the Company as the Independent Investigator may reasonably request. The Company shall permit

the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice

with respect thereto to, the Company’s officers, directors, key employees and independent public accountants or any of them (and

by this provision the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the

Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested. Notwithstanding

the foregoing, this Section 15(k) shall not require the Company to breach any confidentiality obligations owed to third parties or to

waive the Company’s attorney-client privilege.

(l) Equity

Classification; Stockholders’ Equity. The Company represents, warrants and covenants to each Holder that (i) the Preferred

Stock shall be classified and treated as equity, and not as a liability, in the Company’s financial statements in accordance with

U.S. GAAP, except solely to the extent of any Derivative Liability permitted by clause (ii), (ii) neither the issuance of the Preferred

Stock nor the existence, terms or operation of the conversion rights hereunder shall result in a Derivative Liability in excess of $2,000,000

or in any Derivative Liability that would cause the Company’s stockholders’ equity to be less than the Stockholders’

Equity Requirement as of any fiscal quarter end, and (iii) the Company shall have stockholders’ equity of at least the Stockholders’

Equity Requirement as of the last day of each fiscal quarter.

(m) Affiliated

Debt. The Company shall not make any payments of principal or other payments, except for regularly scheduled payments of interest

at the non-default rate of interest, on the Endeavor Debt and/or any other Indebtedness then held by an Affiliate of the Company.

16. Liquidation,

Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets

of the Company, whether from capital or from earnings available for distribution to its shareholders (the “Liquidation Funds”),

before any amount shall be paid to the holders of any Junior Shares, but pari passu with any Parity Shares then issued, an amount per

Preferred Share equal to the greater of (x) Stated Value and (y) the amount per share such Holder would receive if such Holder converted

such Preferred Share into shares of Common Stock immediately prior to the date of such payment, provided that if the Liquidation Funds

are insufficient to pay the full amount due to the Holders and holders of Parity Shares, if any, then each Holder and each holder of

Parity Shares shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder

and such holder of Parity Shares as a liquidation preference, in accordance with their respective certificate of designations (or equivalent),

as a percentage of the full amount of Liquidation Funds payable to all holders of Preferred Stock and all holders of Parity Shares. To

the extent necessary, the Company shall cause such actions to be taken by each of its Subsidiaries so as to enable, to the maximum extent

permitted by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Section 16. All the preferential

amounts to be paid to the Holders under this Section 16 shall be paid or set apart for payment before the payment or setting apart for

payment of any amount for, or the distribution of any Liquidation Funds of the Company to the holders of Junior Shares in connection

with a Liquidation Event as to which this Section 16 applies.

17. Distribution

of Assets. In addition to any adjustments pursuant to Section 7(a) and Section 8, if the Company shall declare or make any dividend

or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return

of capital or otherwise (including without limitation, any distribution of cash, shares or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then each Holder, as holders of Preferred Stock, will be entitled to such Distributions as if such Holder had held the number of shares

of Common Stock acquirable upon complete conversion of the Preferred Stock (without taking into account any limitations or restrictions

on the convertibility of the Preferred Stock and assuming for such purpose that the Preferred Share was converted at the current Conversion

Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such

record is taken, the date as of which the record holders of shares of Common Stock are to be determined for such Distributions (provided,

however, that to the extent that such Holder’s right to participate in any such Distribution would result in such Holder

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

to the extent of any such excess over the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common

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

shall be held in abeyance for the benefit of such Holder until such time or times as its right thereto would not result in such Holder

and the other Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted such

Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in

abeyance) to the same extent as if there had been no such limitation).

18. Vote

to Change the Terms of or Issue Preferred Stock. For so long as any Preferred Stock are issued and outstanding, in addition to any

other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law

or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for

such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, the Company shall not:

(a) amend, alter, modify or repeal any provision of, or add any provision to, its Certificate of Incorporation, or file any certificate

of designations or certificate of amendment of any series of stock, including this Certificate of Designations, if such action would

materially adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit

of the Preferred Stock hereunder, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation

or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of Preferred Stock;

(c) without limiting any provision of Section 2, create or authorize (by reclassification or otherwise) any new class or series of Senior

Preferred Stock or Parity Shares; (d) purchase, repurchase or redeem any Junior Shares (other than pursuant to the terms of the Company’s

equity incentive plans and options and other equity awards granted under such plans (that have in good faith been approved by the Board));

(e) without limiting any provision of Section 2, pay dividends or make any other distribution on any shares of any Junior Shares; (f)

issue any Preferred Stock other than as contemplated hereby or pursuant to the Securities Purchase Agreement; (g) become subject to any

agreement that would restrict the Company’s ability to perform its obligations under this Certificate of Designations; or (h) without

limiting any provision of Section 9, whether or not prohibited by the terms of the Preferred Stock, circumvent a right of the Preferred

Stock hereunder.

19. Transfer

of Preferred Stock. A Holder may not transfer all or any portion of its Preferred Stock without the express prior written consent

of the Company (through its Board), except for any transfer to an Affiliate of such Holder, to the Company, to YA II PN, LTD., a Cayman

Islands exempt limited company (“Yorkville”) or any of its Affiliates, or to any other Person in connection with,

or upon the exercise of, any rights or remedies of Yorkville under the Pledge and Security Agreement. Notwithstanding the foregoing,

a Holder may pledge all or any portion of its Preferred Stock to Yorkville pursuant to the Pledge and Security Agreement without the

prior written consent of the Company. Any transfer of Preferred Stock shall be in compliance with all applicable securities laws and

Sections 4.1 and 5.7 of the Securities Purchase Agreement. Any purported transfer of Preferred Stock in violation of this Certificate

of Designations shall be null and void, and no such transfer shall be recorded on the Company’s books and the purported transferee

in any such transfer shall not be treated (and the Holder proposing to make any such transfer shall continue to be treated) as the owner

of such Preferred Stock for all purposes of this Certificate of Designations. Each Holder shall pay all costs and expenses incurred by

the Company in connection with any transfer of Preferred Stock by such Holder.

20. Reissuance

of Certificates.

(a) Transfer.

If any Preferred Stock represented by a stock certificate are to be transferred, the applicable Holder shall provide written notice of

such transfer to the Company and surrender to the Company the stock certificate representing such Preferred Stock, together with a duly

executed instrument of transfer, whereupon the Company shall forthwith issue and deliver, upon the order of such Holder, a new stock

certificate registered in such name or names as such Holder may request, representing the number of Preferred Stock being transferred

by such Holder and, if less than all of the Preferred Stock represented by the surrendered stock certificate are being transferred, a

new stock certificate (in accordance with Section 20(c)) to such Holder representing the number of Preferred Stock not being transferred.

(b) Certificated

Exchangeable for Different Denominations. Each stock certificate may be exchanged by the applicable Holder, upon surrender of such

stock certificate to the Company together with written notice to the Company, for two or more new stock certificates (in accordance with

Section 20(c)) representing, in the aggregate, the number of Preferred Stock represented by the original stock certificate, and each

such new stock certificate shall represent such portion of such number of Preferred Stock represented by the original stock certificate

as is designated in writing by such Holder at the time of such surrender.

of New Certificates. Whenever the Company is required to issue a new stock certificate pursuant to the terms of this Certificate

of Designations, such new stock certificate (i) shall represent, as indicated on the face of such stock certificate, the number of Preferred

Stock then represented thereby, which, when added to the number of Preferred Stock represented by the other new stock certificate or

stock certificates issued in connection with such issuance, does not exceed the number of Preferred Stock represented by the original

stock certificate immediately prior to such issuance, and (ii) shall have an issuance date, as indicated on the face of such new stock

certificate, which is the same as the issuance date of such original stock certificate.

21. Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations shall

be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction

Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall

limit any Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of

this Certificate of Designations. No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy

hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude

any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or

remedy of a Holder at law or equity or under this Certificate of Designations or any of the documents shall not be deemed to be an election

of such Holder’s rights or remedies under such documents or at law or equity. The Company covenants to each Holder that there shall

be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with

respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall

not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company

acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy at law for

any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, each Holder

shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive

or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and

without posting a bond or other security. The Company shall provide all information and documentation to a Holder that is reasonably

requested in writing by such Holder to enable such Holder to confirm the Company’s compliance with the terms and conditions of

this Certificate of Designations; provided that, to the extent the Company indicates to such Holder that the requested information or

documentation may contain material non-public information, such information or documentation will not be provided to such Holder without

such Holder’s express prior written consent.

22. Payment

of Collection, Enforcement and Other Costs. If (a) any Preferred Stock are placed in the hands of an attorney for collection or enforcement

or are collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate

of Designations with respect to the Preferred Stock or to enforce the provisions of this Certificate of Designations or (b) there occurs

any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving

a claim under this Certificate of Designations, then the Company shall pay the costs reasonably incurred by such Holder for such collection,

enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,

attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Certificate of

Designations with respect to any Preferred Stock shall be affected, or limited, by the fact that the purchase price paid for each Preferred

Share was less than the original Stated Value thereof.

23. Construction;

Headings. This Certificate of Designations shall be deemed to be jointly drafted by the Company and the Holders and shall not be

construed against any such Person as the drafter hereof. The headings of this Certificate of Designations are for convenience of reference

and shall not form part of, or affect the interpretation of, this Certificate of Designations. Unless the context clearly indicates otherwise,

each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”

“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without

limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this

entire Certificate of Designations instead of just the provision in which they are found. Unless expressly indicated otherwise, all section

references are to sections of this Certificate of Designations. Terms used in this Certificate of Designations and not otherwise defined

herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Initial Issuance Date in

such other Transaction Documents unless otherwise consented to in writing by the Required Holders.

24. Failure

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

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

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

representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 24 shall permit any waiver of any

provision of Section 4(d).

25. Dispute

Resolution.

(a) Submission

to Dispute Resolution for Certain Matters.

(x) In

the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a VWAP or a fair market value or the

arithmetic calculation of a Conversion Rate (including, without limitation, a dispute relating to the determination of any of the foregoing),

the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the

Company, within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by such Holder

at any time after such Holder learned of the circumstances giving rise to such dispute. If such Holder and the Company are unable to

promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such VWAP or such fair

market value, or the arithmetic calculation of such Conversion Rate, at any time after the tenth (10th) Business Day following such initial

notice by the Company or such Holder (as the case may be) of such dispute to the Company or such Holder (as the case may be), then such

Holder and the Company may select an independent, reputable investment bank mutually agreeable in good faith to them to resolve such

dispute.

(xi) Such

Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 25 and (B) written documentation supporting its position with respect to such dispute, in each

case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such investment

bank was selected (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses

(A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and

agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission

Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby

waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute

and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment

bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such Holder or otherwise

requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any written documentation

or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(xii) The

Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such

Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b)

Miscellaneous. The Company expressly acknowledges and agrees that( i) this Section 25 constitutes an agreement to arbitrate between

the Company and each Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law

and Rules (“CPLR”) and that any Holder is authorized to apply for an order to compel arbitration pursuant to CPLR

§ 7503(a) in order to compel compliance with this Section 25, (ii) a dispute relating to a Conversion Price includes, without limitation,

disputes as to (A) the consideration per share at which an issuance or deemed issuance of shares of Common Stock occurred, (B) whether

any issuance or sale or deemed issuance or sale of shares of Common Stock was an issuance or sale or deemed issuance or sale of Excluded

Securities, and (C) whether an agreement, instrument, security or the like constitutes an Option or Convertible Security, (iii) the terms

of this Certificate of Designations and each other applicable Transaction Document shall serve as the basis for the selected investment

bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make

all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection

with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and

the like to the terms of this Certificate of Designations and any other applicable Transaction Documents, (iv) either the Company or

the applicable Holder (and only such Holder with respect to disputes solely relating to such Holder), in its sole discretion, shall have

the right to submit any dispute described in this Section 25 to any state or federal court sitting in The City of New York, Borough of

Manhattan in lieu of utilizing the procedures set forth in this Section 25 and (v) nothing in this Section 25 shall limit such Holder

from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described

in this Section 25).

26. Notices;

Currency; Payments.

(a) Notices.

The Company shall provide each Holder of Preferred Stock with prompt written notice of all material actions taken pursuant to the terms

of this Certificate of Designations, including in reasonable detail a description of such action and the reason therefor; provided that

the Company shall not be required to provide any such notice in connection with (x) a Conversion Notice except as set forth in Section

4 or (y) transfers of any stock certificate. Without limiting the generality of the foregoing and unless disclosed by the Company in

a press release or in a filing on Form 8-K, the Company shall give written notice to each Holder (i) immediately upon any adjustment

of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen

(15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution

upon the shares of Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights

to purchase shares, warrants, securities or other property to holders of all or substantially all shares of Common Stock or (C) for determining

rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall

be made known to the public prior to or simultaneously with such notice being provided to such Holder by issuance of press release or

the filing of Form 8-K with the SEC. Whenever notice is required to be given under this Certificate of Designations, unless otherwise

provided herein, such notice must be in writing and shall be given in accordance with Section 5.4 of the Securities Purchase Agreement.

(b) Currency.

All dollar amounts referred to in this Certificate of Designations are in United States Dollars (“U.S. Dollars”),

and all dollar amounts owing under this Certificate of Designations shall be paid in U.S. Dollars. All amounts denominated in other currencies

(if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange

Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Certificate of Designations,

the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed

that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such

period of time).

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations, unless otherwise

expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately

available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time. Whenever

any amount expressed to be due by the terms of this Certificate of Designations is due on any day which is not a Business Day, the same

shall instead be due on the next succeeding day which is a Business Day. Any amount due under the Transaction Documents in cash which

is not paid when due (except to the extent such amount is simultaneously accruing Dividends) shall result in a late charge being incurred

and payable by the Company in an amount equal to interest on such amount at the rate of ten percent (10%) per annum from the date such

amount was due until the same is paid in full (“Late Charge”).

27. Waiver

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

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

and the Securities Purchase Agreement.

28. Governing

Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Certificate of Designations shall be governed by, the DGCL, without giving effect to

any choice of law or conflict of law provision or rule (whether of the DGCL or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of Delaware. Except as otherwise required by Section 25 above, the Company and

each Holder (by acceptance of its Preferred Stock) hereby irrevocably submits to the exclusive jurisdiction of the state and federal

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

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

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

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

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

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

to collect on the Company’s obligations to such Holder, to realize on any collateral or any other security for such obligations,

or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit, or shall be deemed or construed to limit,

any provision of Section 25 above. THE COMPANY AND EACH HOLDER (BY ACCEPTANCE OF ITS PREFERRED STOCK) HEREBY IRREVOCABLY WAIVES ANY

RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR

ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.

29. Judgment

Currency.

(a) If

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

into any other currency (such other currency being hereinafter in this Section 29 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on

the Trading Day immediately preceding:

(x) the

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

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

(xi) the

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

such conversion is made pursuant to this Section 29(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If

in the case of any proceeding in the court of any jurisdiction referred to in Section 29(a)(ii) above, there is a change in the Exchange

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

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

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

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

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

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

30. Severability.

If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid or unenforceable by a

court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to

apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not

affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of Designations as so

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

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

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

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

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

31. Maximum

Payments. Without limiting Section 5.2 of the Securities Purchase Agreement, nothing contained herein shall be deemed to establish

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

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

of such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

32. Amendment.

Except for Section 4(d), which may not be amended or waived hereunder, this Certificate of Designations or any provision hereof may be

amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance

with the DGCL, of the Required Holders, voting separately as a single class, and with such other shareholder approval, if any, as may

then be required pursuant to the DGCL and the Certificate of Incorporation.

33. Certain

Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

“1933

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

“1934

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

“Additional

Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all unpaid Dividends that

have accrued on such Preferred Share and any other unpaid amounts then due and payable hereunder with respect to such Preferred Share.

“Additional

Issuance Date” means, for any date after the Initial Issuance Date where Preferred Stock are issued pursuant to the Securities

Purchase Agreement, the issuance date for such Preferred Stock.

“Affiliate”

or “Affiliated” means, with respect to any specified Person, any other Person that directly or indirectly controls,

is controlled by, or is under common control with such specified Person, with “control” having the meaning ascribed to such

term in Rule 405 under the Securities Act of 1933, as amended. “Affiliated Party” means, with respect to any natural

person, (i) any company, partnership, trust or other entity for which such natural person (or such natural person’s estate) has

dispositive or voting power with respect to the equity securities of the Company held by such company, partnership, trust or other entity;

(ii) any trust the beneficiaries of which consist solely of such natural person, any Family Member of such natural person or any person

described in clause (i); (iii) the trustees, legal representatives, beneficiaries or beneficial owners (in each case, solely in such

capacity and not in their individual or other capacities) of any such company, partnership, trust or other entity referred to in clause

(i) or (ii); (iv) the estate of such natural person (it being understood, for the avoidance of doubt, that this clause (iv) will not

include any person to whom any securities are transferred from any such estate); and (v) the Family Members of such natural person.

“Approved

Share Plan” means any employee benefit plan which has been approved by the Board prior to or subsequent to the Subscription

Date pursuant to which shares of Common Stock and options to purchase shares of Common Stock or other awards convertible, exercisable

for or exchangeable for shares of Common Stock may be issued to any employee, officer, consultant, director or other service provider

of the Company or any of its Subsidiaries for services provided to the Company or any of its Subsidiaries in their capacity as such.

“ATM

Facility” means the Company’s “at the market” facility with H.C. Wainwright & Co., LLC for the issuances

of Common Stock at prevailing market prices from time to time.

“Attribution

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

funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed or advised

by a Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such Holder

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

foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with

such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the

foregoing is to subject collectively such Holder and all other Attribution Parties to the Maximum Percentage.

“Bankruptcy

Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.

“Bloomberg”

means Bloomberg, L.P.

“Book-Entry”

means each entry on the Register evidencing one or more Preferred Stock that has been converted into shares of Common Stock.

“Business

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

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are

open for use by customers on such day.

“Capital

Lease Obligation” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any

lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are

required to be classified and accounted for as capital leases on a balance sheet of such Person under U.S. GAAP; the amount of such obligations

shall be the capitalized amount thereof determined in accordance with U.S. GAAP, and the final maturity of such obligations shall be

the date of the last payment of such amounts due under such lease (or other arrangement) prior to the first date on which such lease

(or other arrangement) may be terminated by the lessee without payment of a premium or a penalty; and, for the purposes of this Certificate

of Designations, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance

with U.S. GAAP.

“Closing

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

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

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

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

by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing

bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security

is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,

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

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

ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc.

(formerly Pink Sheets LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date

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

be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders are

unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in

Section 25. All such determinations shall be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations

or other similar transactions during such period.

“Common

Stock” means (i) the Company’s common stock, $0.001 par value per share, and (ii) any capital stock into which such common

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

“Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

“Convertible

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

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

Stock.

“Current

Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns more than fifty

percent (50%) of the outstanding voting power of the capital shares or equity or similar interests of such Person entitled (without regard

to the occurrence of any contingency, but after giving effect to any voting agreement or shareholders’ agreement that effectively

transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such Person; or (ii) controls the

business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

For purposes of this definition, “control” means the power to direct the management and the policies of such Person, whether

through the ownership of voting capital, by contract or otherwise.

“Derivative

Liability” means any derivative, embedded derivative or other liability required under U.S. GAAP to be recorded on the Company’s

balance sheet as a result of the issuance of the Preferred Stock or the existence, terms or operation of the conversion rights under

this Certificate of Designations.

“Dividend

Rate” means five percent (5%) or eighteen percent (18%) per annum upon the occurrence and continuation of a Triggering Event.

“Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq

Global Select Market, or, in each case, any successor thereto.

“Equity

Conditions” means, with respect to a given date or period of determination, on each day during the period beginning thirty

(30) Trading Days prior to such applicable date of determination and ending on and including such applicable date of determination (the

“Equity Conditions Measuring Period”) (i) all shares of Common Stock issuable upon conversion of the Preferred Shares

that would be required to be registered for resale under the RRA shall be eligible to be resold by the Holders without restriction or

any legend under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Preferred

Shares); (ii) the Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Shares) is listed

or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on such Eligible Market

nor shall delisting or suspension by such Eligible Market have been threatened (with a reasonable prospect of delisting occurring after

giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced

by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of such Eligible

Market; (iii) the Company shall have delivered all shares of Common Stock issuable upon conversion of the Preferred Shares on a timely

basis as set forth in Section 4 hereof and all other shares of capital stock required to be delivered by the Company on a timely basis

as set forth in the other Transaction Documents; (iv) on each day during the Equity Conditions Measuring Period, no public announcement

of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated;

(v) none of the Holders shall be in possession of any material, non-public information provided to any of them by the Company, any of

its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; and (vi) on each day

during the Equity Conditions Measuring Period, the Company otherwise shall have been substantially in compliance with, and shall not

have breached in any material respect any representation or warranty (other than representations or warranties subject to material adverse

effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document

in any material respect, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any

Transaction Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains

uncured as of or after the date that is ten (10) Trading Days prior to the applicable date of determination.

“Excluded

Securities” means (i) Common Stock or options to purchase Common Stock or other awards convertible, exercisable for or exchangeable

for shares of Common Stock issued or issuable to directors, consultants, officers, employees or other service providers of the Company

or any of its Subsidiaries for services rendered to the Company or any of its Subsidiaries in their capacity as such pursuant to an Approved

Share Plan, provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number

of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner

that materially adversely affects any of the Holders; (ii) Convertible Securities and/or shares of Common Stock issued or issuable upon

the conversion or exercise of Convertible Securities (other than options to purchase shares of Common Stock or other awards convertible,

exercisable for or exchangeable for shares of Common Stock issued or issuable pursuant to an Approved Share Plan that are covered by

clause (i) above) issued prior to the Subscription Date, provided that the conversion, exercise or issuance price of any such Convertible

Securities (other than options to purchase shares of Common Stock or other awards convertible, exercisable for or exchangeable for shares

of Common Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) is not lowered (other than in accordance

with the terms thereof in effect as of the Subscription Date), none of such Convertible Securities (other than options to purchase shares

of Common Stock or other awards convertible, exercisable for or exchangeable for shares of Common Stock issued pursuant to an Approved

Share Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder (other than in accordance

with the terms thereof in effect as of the Subscription Date) and none of the terms or conditions of any such Convertible Securities

(other than options to purchase shares of Common Stock or other awards convertible, exercisable for or exchangeable for shares of Common

Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) are otherwise materially changed in any manner

that materially adversely affects any of the Holders; (iii) the shares of Common Stock issuable upon conversion of the Preferred Stock

or otherwise pursuant to the terms of this Certificate of Designations; provided, that the terms of this Certificate of Designations

are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms hereof

in effect as of the Subscription Date); and (iv) securities issued as consideration for the acquisition of another entity by the Company

by merger, purchase of substantially all of the assets or other reorganization or bona fide joint venture agreement, provided that such

issuance is approved by the majority of the disinterested directors of the Company.

“Family

Member” means, with respect to any individual, any other individual having a relationship by blood (to the second degree of

consanguinity), marriage (including former spouses), domestic partnership (including former domestic partners) or adoption to such individual.

“Floor

Price” means $1.80 (as adjusted for share splits, share dividends, share combinations, recapitalizations or other similar transactions

occurring after the Subscription Date).

“Fundamental

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

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

another Subject Entity, unless, for purposes of any Section hereunder other than Section 11(c), the holders of shares of Common Stock

of the Company immediately prior to such consolidation or merger continue to hold at least 50% of the aggregate ordinary voting power

represented by the shares of Common Stock of the Company (or the surviving or acquiring entity), or (ii) sell, assign, transfer, convey

or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, to

one or more Subject Entities, other than solely to one or more of the Company’s wholly owned Subsidiaries, or (iii) make, or allow

one or more Subject Entities to make, or allow the Company to be subject to or have its shares of Common Stock be subject to or party

to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50%

of the issued shares of Common Stock, (y) 50% of the issued shares of Common Stock calculated as if any shares of Common Stock held by

all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange

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

with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined

in Rule 13d-3 under the 1934 Act) of at least 50% of the issued shares of Common Stock, or (iv) consummate a shares or share purchase

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

with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, in any transaction or series of

related transactions, acquire, either (x) at least 50% of the issued shares of Common Stock, (y) at least 50% of the issued shares of

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

Subject Entity making or party to, such shares purchase agreement or other business combination were not issued, or (z) such number of

shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934

Act) of at least 50% of the issued shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock,

unless the holders of the shares of Common Stock of the Company immediately prior to such reorganization, recapitalization or reclassification

continue to hold at least 50% of the aggregate ordinary voting power represented by the shares of Common Stock of the Company (or the

surviving entity), (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one

or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate, other than the Company

or its wholly owned Subsidiaries, or their respective employee benefit plans, to be or become the “beneficial owner” (as

defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender,

tender offer, exchange, reduction in issued Common Stock, merger, consolidation, business combination, reorganization, recapitalization,

spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either

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

ordinary voting power represented by issued shares of Common Stock not held by all such Subject Entities as of the date of this Certificate

of Designations calculated as if any shares of Common Stock held by all such Subject Entities were not issued, or (z) a percentage of

the aggregate ordinary voting power represented by issued shares of Common Stock or other equity securities of the Company sufficient

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

to surrender their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including

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

or transaction structured in a manner intended to circumvent, or that circumvents, the intent of this definition in which case this definition

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

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

instrument or transaction.

“Group”

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

“Holder

Pro Rata Amount” means, with respect to any Holder, a fraction (i) the numerator of which is the number of Preferred Stock

issued to such Holder pursuant to the Securities Purchase Agreement on the Initial Issuance Date and (ii) the denominator of which is

the number of Preferred Stock issued to all Holders pursuant to the Securities Purchase Agreement on the Initial Issuance Date.

“Indebtedness”

of any Person means, without duplication (A) all obligations of such Person for borrowed money, (B) all obligations of such Person evidenced

by bonds, debentures, notes or similar instruments to the extent such obligations would appear as a liability on a balance sheet of such

Person prepared in accordance with U.S. GAAP, (C) all guarantees by such Person of Indebtedness of others, (D) all Capital Lease Obligations

of such Person, (E) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, letters

of guaranty, bank guarantees, bankers’ acceptances and similar instruments and, (F) to the extent not otherwise included in this

definition, net obligations of such Person under hedging obligations entered into by such Person in the ordinary course of business and

entered into for bona fide hedging purposes (and not for speculative purposes) as determined in good faith by the Company (the amount

of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation

that would be payable by such person at the termination of such agreement or arrangement); provided that the term “Indebtedness”

shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an

asset to satisfy warranty or other unperformed obligations of the seller, (iii) contingent indemnity and similar obligations incurred

in the ordinary course of business, (iv) Indebtedness of any parent entity (for which none of the Company or any Subsidiary is liable)

appearing on the balance sheet of the Company solely by reason of push down accounting under U.S. GAAP, (v) obligations in connection

with government auctions, subsidies, benefits or similar programs or processes, and (vi) obligations under any license, permit or other

approval (or guarantees in respect of such obligations) incurred prior to the Subscription Date or in the ordinary course of business.

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is

a general partner), to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship

with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For all purposes

hereof, the Indebtedness of the Company and any of its Subsidiaries shall exclude (i) intercompany liabilities between and among them

arising solely from their cash management, tax and accounting operations in the ordinary course of business and (ii) intercompany loans,

advances or Indebtedness between and among them having a term not exceeding 364 days (inclusive of any rollover, conversion or extension

terms) and made in the ordinary course of business.

“Initial

Issuance Date” means the date Preferred Stock are first issued pursuant to the Securities Purchase Agreement.

“Issuance

Date” means the Initial Issuance Date or Additional Issuance Date, as applicable.

“Liens”

means, with respect to any asset, (a) any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, encumbrance,

collateral assignment, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional

sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any

of the foregoing) relating to such asset.

“Liquidation

Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution

or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business

of the Company and its Subsidiaries, taken as a whole.

“Non-assessable”

means, with respect to the issuance of shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable

for additional assessments or calls on shares of the Company or its creditors (except in exceptional circumstances, such as involving

fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared

to pierce or lift the corporate veil).

“Options”

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

“Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose Common Stock or

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

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

“Permitted

Indebtedness” means:

(a) any

Indebtedness arising in the ordinary course of business in connection with trade payables;

(b) any

Indebtedness arising in the ordinary course of business in connection with project financing or to finance Capital Lease Obligations

in an aggregate amount outstanding not to exceed $500,000;

Indebtedness under that certain Revolving Line of Credit Promissory Note payable to Endeavor Blockchain, LLC (for the avoidance of doubt,

including any interest thereon) or any refinancing of such Indebtedness (the “Endeavor Debt”);

(d) any

Indebtedness set forth in Schedule 3.1(aa) to the Securities Purchase Agreement (for the avoidance of doubt, including any interest thereon)

as in effect on the Initial Issuance Date;

(e) any

intercompany Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries;

(f)

any Indebtedness consented to by the Required Holders; and

(g) any

Indebtedness where the proceeds are to be used to pay the Company Optional Redemption Price upon the Company’s exercise of its

Company Optional Redemption right.

“Permitted

Liens” means any Lien securing Permitted Indebtedness, except to the extent such Permitted Indebtedness is specified as being

unsecured.

“Person”

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

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

“Principal

Market” means, as of any date of determination, the Eligible Market on which the shares of Common Stock are then listed or

quoted.

“RRA”

means the Registration Rights Agreement, dated June 30, 2026, between the Company and the Holders.

“SEC”

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

“Securities

Purchase Agreement” means that certain securities purchase agreement by and among the Company and the initial holders of Preferred

Stock, dated as of the Subscription Date, as may be amended from time to time in accordance with the terms thereof.

“Significant

Subsidiary” means, as of any date of determination, any Subsidiary of the Company that constitutes, or any group of Subsidiaries

of the Company that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation

S-X under the 1934 Act) of the Company.

“Stated

Value” shall mean $1,000 per share, subject to adjustment for share splits, share dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Issuance Date with respect to the Preferred

Stock.

“Stockholders’

Equity Requirement” means $5,000,000 of stockholders’ equity of the Company, determined in accordance with U.S. GAAP,

as of the last day of each fiscal quarter or such other stockholders’ equity required for the Company to remain eligible for continued

listing on the Nasdaq Capital Market.

“Subscription

Date” means June 30, 2026.

“Subject

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

“Subsidiaries”

means, with respect to any Person, (A) any corporation, company, association or other business entity (other than a partnership or limited

liability company) of which more than fifty percent (50%) of the total voting power of the common equity entitled (without regard to

the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ or shareholders’ agreement

that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation,

association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries

of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts,

distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership

or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries

of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or

otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise

controls, such partnership or limited liability company.

“Successor

Entity” means the Person formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental

Transaction shall have been entered into.

“Trading

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

Stock, any day on which the shares of Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal

trading market for the shares of Common Stock, then on the principal securities exchange or securities market on which the shares of

Common Stock are then traded, provided that “Trading Day” shall not include any day on which the shares of Common Stock are

scheduled to trade on such exchange or market for less than 4.5 hours or any day that the shares of Common Stock are suspended from trading

during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing

time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York City time) unless such day is otherwise

designated as a Trading Day in writing by the applicable Holder or (y) with respect to all determinations other than price determinations

relating to the shares of Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of

securities.

“Transaction

Documents” means the Securities Purchase Agreement, this Certificate of Designations and each of the other agreements and instruments

entered into or delivered by the Company or any of the Holders in connection with the transactions contemplated by the Securities Purchase

Agreement, all as may be amended from time to time in accordance with the terms thereof.

“U.S.

GAAP” means United States generally accepted accounting principles, consistently applied.

“VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30:00 a.m., New York City time, and ending at 4:00:00 p.m.,

New York time, as reported by Bloomberg through its “VAP” function (set to 09:30:00 start time and 16:00:00 end time) or,

if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic

bulletin board for such security during the period beginning at 9:30:00 a.m., New York time, and ending at 4:00:00 p.m., New York time,

as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the

average of the highest Closing Bid Price and the lowest closing ask price of any of the market makers for such security as reported in

the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security

on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined

by the Company and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such

security, then such dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall be appropriately

adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during such period.

34. Disclosure.

Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations, unless the Company

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

the Company and its Subsidiaries, taken as a whole, the Company shall within two (2) Business Days of such receipt or prior to (or simultaneous

with) such delivery, as applicable, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise.

In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its

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

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

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

does not constitute material, non-public information relating to the Company or any of its Subsidiaries. If the Company or any of its

Subsidiaries provides material non-public information to a Holder that is not simultaneously filed in a Current Report on Form 8-K and

such Holder has not agreed to receive such material non-public information, the Company hereby covenants and agrees that such Holder

shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,

affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information.

Nothing contained in this Section 34 shall limit any obligations of the Company, or any rights of any Holder, under Section 4.4 of the

Securities Purchase Agreement.

35. Absence

of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company

and that, subject to such Holder’s compliance with the provisions of Section 4.6 of the Securities Purchase Agreement, each Holder

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

securities while in possession of such information, in each case, in the absence of a written non-disclosure agreement signed by an officer

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

non-disclosure agreement, the Company acknowledges that, subject to such Holder’s compliance with the provisions of Section 4.6

of the Securities Purchase Agreement, each Holder may freely trade in any securities issued by the Company, may possess and use any information

provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

* *

WITNESS WHEREOF, the Company has caused this Certificate of Designations of Series D Convertible Preferred Stock of Big Digital Energy,

Inc. to be executed this 30th day of June, 2026.

Name:

Title:

Signature

Page to Certificate of Designations

of the Series D Convertible Preferred Stock of

Big Digital Energy, Inc.

EXHIBIT

BIG

DIGITAL ENERGY, INC.

CONVERSION NOTICE

Reference

is made to the Certificate of Designations of Series D Convertible Preferred Stock of Big Digital Energy, Inc. (the “Certificate

of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert

the number of shares of Series D Convertible Preferred Stock, $0.001 par value per share (the “Preferred Stock”),

of Big Digital Energy, Inc., a Delaware corporation (the “Company”), indicated below into shares of Common Stock,

$0.001 value per share (the “Common Stock”), of the Company, as of the date specified below.

Date

of Conversion:

Aggregate

number of Preferred

Stock to be converted

Aggregate

Stated Value of such

Preferred Stock to be converted:

Aggregate

accrued and unpaid

Dividends with respect to such

Preferred Stock, and such

Aggregate Dividends to be converted:

AGGREGATE

CONVERSION

AMOUNT TO BE

CONVERTED:

Please

confirm the following information:

Conversion

Price:

Number

of shares of Common

Stock to be issued:

Please

issue the Common Stock into which the applicable Preferred Stock are being converted to Holder, or for its benefit, as follows:

☐

Check here

if requesting delivery in book-entry form to the following name and to the following address:

Issue

to:

☐

Check

here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date:

______________, ______

___________________________

_________________________

Name of Registered Holder

By:

Name:

Title:

Tax ID:

Facsimile:

E-mail Address:

EXHIBIT

ACKNOWLEDGMENT

The

Company acknowledges receipt of this Conversion Notice and hereby directs [●] (the “Transfer Agent”) to issue the above

indicated number of shares of Common Stock in accordance with the Transfer Agent instruction letter dated _____, 2026, from the Company and

acknowledged and agreed to by the Transfer Agent.

EXHIBIT

REGISTRATION

RIGHTS AGREEMENT

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2026, between Big Digital

Energy, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such

purchaser, a “Purchaser” and, collectively, the “Purchasers,” and together with the Company, the

“Parties”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between

the Company and each Purchaser (the “Purchase Agreement”).

The

Parties hereby agrees as follows:

Definitions.

Capitalized

terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the

Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice”

has the meaning set forth in Section 6(c).

“Agreement”

has the meaning set forth in the preamble. “Company” has the meaning set forth in the preamble.

“Effectiveness

Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60th calendar day following

the Closing Date (or, in the event of a “full review” by the Commission, the 90th calendar day following the Closing Date)

and with respect to any additional Registration Statements which may be required pursuant to Section 2(b) or Section 3(c),

the 30th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the

event of a “full review” by the Commission, the 60th calendar day following the date such additional Registration Statement

is required to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or

more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness

Dates as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such

date precedes the dates otherwise required above, subject to the Commission agreeing to the five Trading Day or shorter period; provided

further, however, that if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be

the next succeeding Trading Day.

“Effectiveness

Period” has the meaning set forth in Section 2(a).

“Event”

has the meaning set forth in Section 2(d).

“Event

Date” has the meaning set forth in Section 2(d).

“Filing

Date” means, with respect to the Initial Registration Statement required hereunder, the 21st calendar day following the Closing

Date and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section

3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement

related to the Registrable Securities.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” has the meaning set forth in Section 5(c).

“Indemnifying

Party” has the meaning set forth in Section 5(c).

“Initial

Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses”

has the meaning set forth in Section 5(a).

“Parties”

has the meaning set forth in the preamble.

“Plan

of Distribution” has the meaning set forth in Section 2(a).

“Prospectus”

means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from

a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to

the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion

of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including

post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Purchase

Agreement” has the meaning set forth in the preamble.

“Purchasers”

has the meaning set forth in the preamble.

“Registrable

Securities” means, as of any date of determination, (a) all Conversion Shares then issued or issuable upon conversion of the

Series D Preferred Stock (assuming on such date the Series D Preferred Stock is convertible in full at the Floor Price (as defined in

the Certificate of Designations) without regard to any limitations on conversion); (b) all Warrant Shares then issued or issuable upon

exercise of the Warrants (assuming on such date the Warrants are exercisable in full without regard to any limitations on exercise);

(c) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with

respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and

the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect

thereto) for so long as (i) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by

the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective

Registration Statement, (ii) such Registrable Securities have been previously sold in accordance with Rule 144 or (iii) such securities

are eligible for resale without volume or manner-of-sale restrictions pursuant to Rule 144 as set forth in a written opinion letter to

such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders.

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any

additional registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the

Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective

amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such

registration statement.

“Rule

415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Selling

Stockholder Questionnaire” has the meaning set forth in Section 3(a).

“SEC

Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements

or requests of the Commission staff; and (ii) the Securities Act.

2. Shelf

Registration.

(a) On

or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of

all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a

continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not

then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate

form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least

a majority in interest of the Holders) the “Plan of Distribution” section in substantially the form attached hereto as Annex

A and the “Selling Stockholder” section in substantially the form attached hereto as Annex B; provided,

however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written

consent; provided further, however, that if the Commission requests that any Holder be identified as a statutory underwriter in

any Registration Statement, such Holder will have the option, in its sole and absolute discretion, either to withdraw from the Registration

Statement (which shall be exercised via such Holder’s prompt written request thereof to the Company), in which case the Company’s

obligation to register such Holder’s Registrable Securities shall be deemed satisfied, or to be included as such in the Registration

Statement. Subject to the terms of this Agreement, the Company shall cause a Registration Statement filed under this Agreement (including

under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in

any event no later than the applicable Effectiveness Date, and shall use commercially reasonably efforts to keep such Registration Statement

continuously effective under the Securities Act until the date that no Holder holds any Registrable Securities covered by such Registration

Statement(the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 5:00

p.m. Eastern Time on a Trading Day. The Company shall notify the Holders by e-mail of the effectiveness of a Registration Statement on

the same Trading Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness

of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration

Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one Trading Day

of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

(b) Notwithstanding

the registration obligations set forth in Section 2(a), if the staff of the Commission informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415 or other SEC Guidance, be registered for resale as a secondary offering

on a single registration statement, the Company shall promptly inform each of the Holders thereof and file amendments to the Initial

Registration Statement as required by the staff of the Commission, covering the maximum number of Registrable Securities permitted to

be registered by the staff of the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities

as a secondary offering, subject to the provisions of Section 2(e), with respect to filing on Form S-3 or other appropriate form,

and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that

prior to filing such amendment, the Company shall use diligent efforts to advocate with the staff of the Commission for the registration

of all of the Registrable Securities in accordance with the SEC Guidance, including Compliance and Disclosure Interpretation 612.09.

any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the staff

of the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a

particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with

the staff of the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in

writing by a Holder as to its Registrable Securities to register a lesser number, the number of Registrable Securities to be registered

on such Registration Statement will be reduced as follows:

(i) First,

the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and

(ii) Second,

the Company shall reduce Registrable Securities on a pro rata basis based on the total number of unregistered Registrable Securities

held by such Holders; provided, however, that all Warrant Shares shall be removed before any Conversion Shares are removed.

the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the calculations

as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing,

the Company will use commercially reasonable efforts to file with the Commission, as promptly as allowed by the staff of the Commission

or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or

such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration

Statement, as amended.

(d)

If:

(i) the

Initial Registration Statement is not filed on or prior to its Filing Date (it being understood and agreed that if the Company files

the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section

3(a) herein, the Company shall be deemed to have not satisfied this clause (i));

(ii) prior

to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing

to comments made by the staff of the Commission in respect of such Registration Statement within ten Trading Days after the receipt of

comments by or notice from staff of the Commission that such amendment is required in order for such Registration Statement to be declared

effective;

(iii) a

Registration Statement registering for resale Registrable Securities is not declared effective by the Commission by the Effectiveness

Date of the Initial Registration Statement; or

(iv) after

the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as

to the Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus

therein to resell such Registrable Securities, for more than 15 consecutive calendar days or more than an aggregate of 22 Trading Days

(which need not be consecutive Trading Days) during any 12-month period (any such failure or breach being referred to as an “Event”,

and for purposes of clauses (i) and (iii), the date on which such Event occurs, for purposes of clause (ii), the date on which such ten-Trading

Day period is exceeded, and for the purposes of this clause (iv), the date on which such 15-calendar day or 22-Trading Day period, as

applicable, is exceeded being referred to as “Event Date”)

then,

in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary

of each such Event Date (if the applicable Event has not been cured by such date) until the applicable Event is cured, the Company shall

pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the (1) product of (A) 1.50% multiplied

by (B) the quotient of (I) the number of such Holder’s Registrable Securities that are not then covered by an effective Registration

Statement available for use by such Holder, divided by (II) the total number of such Holder’s Registrable Securities, multiplied

by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; provided, however, that if none

of such Holder’s Registrable Securities are then covered by an effective Registration Statement available for use by such Holder,

the quotient of (I) divided by (II) in clause (1)(B) herein shall be deemed equal to 1.0; provided further, however, that in no

event shall the aggregate liquidated damages payable by the Company to a Holder under this Agreement exceed 9.0% of the aggregate Subscription

Amount paid by such Holder pursuant to the Purchase Agreement. For the avoidance of doubt, no liquidated damages shall be payable hereunder

solely due to the inability of the Company to register for resale certain Registrable Securities as provided in Section 2(b).

(e) If

Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the

resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3

as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect

until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

3. Registration

Procedures.

(a) Not

less than five Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the filing

of any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to each Holder copies of all such documents

proposed to be filed, which documents (other than those incorporated or deemed incorporated by reference) will be subject to the review

of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such

inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation

within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments

or supplements thereto to which Holders of a majority of the Registrable Securities reasonably object in good faith, provided that, the

Company is notified of such objection in writing no later than three Trading Days after the Holders have been so furnished copies of

a Registration Statement or one Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or

supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached hereto as Annex

C (a “Selling Stockholder Questionnaire”) on a date that is not less than two Trading Days prior to the Filing

Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this

Section 3(a).

(b) (i)

Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to

register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented

by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant

to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence

from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein

which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material

respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable

Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with

the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus

as so supplemented.

during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to

the applicable Filing Date (subject to SEC Guidance), an additional Registration Statement covering the resale by the Holders of not

less than the number of such Registrable Securities.

(d) Notify

the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by

an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and,

in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice

in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment

to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”

of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or

any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings

for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption

from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding

for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration

Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain

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

therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending

corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,

makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided,

however, in no event shall any such notice contain any information which would constitute material, non-public information regarding

the Company or any of its Subsidiaries.

(e) Use

commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending

the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of

the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f) Furnish

to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested

by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)

promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system

(or successor thereto) need not be furnished in physical form.

(g) Subject

to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by

each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any

amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h) Prior

to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with

the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such

Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States

as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the

Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions

of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally

to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction

where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i) If

requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable

Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted

by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered

in such names as any such Holder may request.

(j) Upon

the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into

account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure

of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to

the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document

so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section

3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall

suspend use of such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be

resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend

the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required

pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

(k) Otherwise

use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and

the Exchange Act, including Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof,

with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the

Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required

to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably

necessary to facilitate the registration of the Registrable Securities hereunder.

(l) The

Company shall use commercially reasonable efforts to maintain eligibility (or, if applicable, acquire eligibility) for use of Form S-3

(or any successor form thereto) for the registration of the resale of Registrable Securities.

(m) The

Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially

owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the

shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable

Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any

liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely

because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

4. Registration

Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne

by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred

to in the foregoing sentence shall (i) all registration and filing fees (including fees and expenses of the Company’s counsel and

independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required

to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state

securities or Blue Sky laws reasonably agreed to by the Company in writing (including fees and disbursements of counsel for the Company

in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including expenses of

printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel

for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all

other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition,

the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated

by this Agreement (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense

of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities

exchange as required hereunder. In no event shall the Company be responsible for any underwriter, broker or similar commissions or fees

of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. The Company

will reimburse the costs and expense of one counsel to the Holders in connection with attorneys’ fees incurred in connection with

this Agreement after the Closing Date up to a maximum of $15,000.

5. Indemnification.

(a) Indemnification

by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the

officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as

a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other

Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)

of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally

equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person,

to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including

reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to

(1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus

or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged

omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus

or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation

by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection

with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements

or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for

use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of

Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement,

such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto

for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by

such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that

the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the

Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of

any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such

indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall

survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(e).

(b) Indemnification

by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents

and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange

Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,

from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of

a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary

prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary

to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were

made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information

so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii)

to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder

Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by

such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto

for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be

greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating

to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement

or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to

such indemnification obligation.

(i) If

any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”),

such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in

writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably

satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided,

that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities

pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction

(which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the

Indemnifying Party.

(ii) An

Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but

the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party

has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such

Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding or (3) the named parties to

any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to

the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent

such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing

that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to

assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying

Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which

consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified

Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

(iii) Subject

to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to

the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section

5(c)) shall be paid to the Indemnified Party, within 30 Trading Days of written notice thereof to the Indemnifying Party; provided,

that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to

such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not

subject to appeal or further review) not to be entitled to indemnification hereunder.

(d) Contribution.

(i) If

the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified

Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party,

in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with

the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative

fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in

question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has

been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the Parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or

payable by a Party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any

reasonable attorneys’ or other fees or expenses incurred by such Party in connection with any Proceeding to the extent such Party

would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5(d) was available to

such Party in accordance with its terms.

(ii) The

Parties agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata

allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately

preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the

dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5

and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or

omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

(iii) The

indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties

may have to the Indemnified Parties.

6. Miscellaneous.

(a) Remedies.

In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the

Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including

recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder

agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the

provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach,

it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b) No

Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders

(other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other

than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered

pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit

the Company from filing amendments to registration statements filed prior to the date of this Agreement or a Registration Statement on

Form S-8 relating to any stock option or similar plan.

Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of

the occurrence of any event of the kind described in Section 3(d)(iii)-(vi), such Holder will forthwith discontinue disposition

of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the

Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use

commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees

and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder

shall be subject to the provisions of Section 2(d).

(d) Amendments

and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by

the Company and the Holders of a majority or more of the then outstanding Registrable Securities, provided that, if any amendment, modification

or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder

(or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to

a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each

Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities

shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof

with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly

affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver

or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except

in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered

to all of the Parties.

(e) Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth

in the Purchase Agreement.

(f) Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the

Parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder

without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their

respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement (in which case,

for the avoidance of doubt, such assignee shall agree in writing to be bound by the provisions of this Agreement that apply to the “Holders”).

(g) No

Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company

or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would

have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except

as set forth in Schedule 3.1(v) to the Purchase Agreement, neither the Company nor any of its Subsidiaries has previously entered into

any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(h) Execution

and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party,

it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by electronic mail

(including “.pdf” or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. docusign.com) or other

transmission method, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature

is executed) with the same force and effect as if it were an original thereof.

(i) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in

accordance with the provisions of the Purchase Agreement.

(j) Cumulative

Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k) Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

(l) Interpretation.

The headings in this Agreement are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit

or affect any of the provisions hereof. As used herein, the words “including” or “includes” shall be deemed followed

by “without limitation,” and the word “or” shall be deemed to mean “and/or.”

(m) Independent

Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations

of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder

hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder

pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other

kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect

to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders

are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.

Each Holder shall be entitled to protect and enforce its rights, including the rights arising out of this Agreement, and it shall not

be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement

with respect to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision

of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder.

It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and

not between the Company and the Holders collectively and not between and among Holders.

(n) Material

Non-Public Information. If, notwithstanding the prohibition on providing the Holders with material, non-public information, any notice

or other communication delivered to the Holders hereunder contains any material, non-public information (within the meaning of the Exchange

Act) regarding the Company, the Company shall cause such material, non-public information to be publicly disseminated no later than two

Trading Days after the delivery thereof to the Holders.

(Signature

Pages Follow)

WITNESS WHEREOF, the Parties have executed this Registration Rights Agreement as of the date first written above.

BIG DIGITAL ENERGY,

INC.

By:

Name:

Title:

[SIGNATURE

PAGES OF HOLDERS FOLLOW]

[SIGNATURE

PAGE OF HOLDERS TO

REGISTRATION

RIGHTS AGREEMENT OF BIG DIGITAL ENERGY, INC.]

Name

of Holder:_____________________________________________________________

Signature

of Authorized Signatory of Holder: ______________________________________

Name

of Authorized Signatory:_________________________________________________

Title

of Authorized Signatory:___________________________________________________

Annex

Plan

of Distribution

Each

Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest

may, from time to time, sell, separately or together, any or all of their securities covered hereby on the principal Trading Market or

any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be

at fixed or negotiated prices. To the extent the Selling Stockholders gift, pledge or otherwise transfer the securities offered hereby,

such transferees may offer and sell the securities from time to time under this prospectus, provided that, if required under the Securities

Act, and the rules and regulations promulgated thereunder, this prospectus has been amended under Rule 424(b)(3) or other applicable

provision of the Securities Act, to include the name of such transferee in the list of selling securityholders under this prospectus.

A Selling Stockholder may use any one or more of the following methods when selling securities:

● ordinary

brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block

trades in which the broker-dealer will attempt to sell the securities as agent but may position

and resell a portion of the block as principal to facilitate the transaction;

● purchases

by a broker-dealer as principal and resale by the broker-dealer for its account;

● an

exchange distribution in accordance with the rules of the applicable exchange;

● privately

negotiated transactions;

● through

one or more underwritten offerings on a firm commitment or best efforts basis;

● settlement

of short sales ;

● in

transactions through broker-dealers that agree with the Selling Stockholders to sell a specified

number of such securities at a stipulated price per security;

● through

the writing or settlement of options or other hedging transactions, whether through an options

exchange or otherwise;

● through

the distribution of securities by any Selling Stockholder to its partners, members or securityholders;

● a

combination of any such methods of sale; or

● any

other method permitted pursuant to applicable law.

The

Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,

as amended (the “Securities Act”), if available, rather than under this prospectus. The Selling Stockholders have

the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they deem the purchase price to be

unsatisfactory at any particular time.

Broker-dealers

engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)

in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or

markdown in compliance with FINRA IM-2440.

In connection

with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers

or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they

assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan

or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option

or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the

delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer

or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders

may from time to time pledge or grant a security interest in some or all of their securities to their broker-dealers under the margin

provisions of customer agreements or to other parties to secure other obligations. If a Selling Stockholder defaults on a margin loan

or other secured obligation, the broker-dealer or secured party may, from time to time, offer and sell the securities pledged or secured

thereby pursuant to this prospectus. The Selling Stockholders and any other persons participating in the sale or distribution of the securities

will be subject to applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder, including

Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the securities

by, the Selling Stockholders or any other person, which limitations may affect the marketability of the securities.

The Selling Stockholders

also may transfer the shares of our securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest

will be the selling beneficial owners for purposes of this prospectus.

A Selling Stockholder

that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to

the registration statement of which this prospectus is part by delivering a prospectus. To the extent that such members, partners or shareholders

are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradeable securities pursuant to the distribution

through a registration statement.

The Selling Stockholders

and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the

meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents

and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities

Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly

or indirectly, with any person to distribute the securities.

The Company is

required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed

to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities

Act.

We agreed to keep

this prospectus effective until the earlier of the date on which (i) the securities may be resold by the Selling Stockholders without

registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 or (ii) all of the securities have been

sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will

be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain

states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable

state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and

regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in

market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to

the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange

Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the

common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling

Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of

the sale (including by compliance with Rule 172 under the Securities Act).

Annex B

SELLING STOCKHOLDERS

The common stock

being offered by the selling stockholders are those issuable to the selling stockholders, upon exercise of the warrants and conversion

of the preferred stock. For additional information regarding the issuances of those warrants and preferred stock, see “Private Placement

of Warrants and Preferred Stock” above. We are registering the shares of common stock in order to permit the selling stockholders

to offer the shares for resale from time to time.

The table below lists the selling

stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders.

The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of

the shares of warrants and preferred stock, as of _________________, 2026, assuming exercise of the warrants and conversion of the preferred stock held

by the selling stockholders on that date, without regard to any limitations on exercises or conversions.

The third column

lists the shares of common stock being offered by this prospectus by the selling stockholders.

In accordance

with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum

of (i) the maximum number of shares of common stock issuable upon conversion of the preferred stock, determined as if the outstanding

shares of preferred stock were converted in full at the Floor Price (as defined in the certificate of designation for the preferred stock)

and (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, determined as if the outstanding warrants

were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC,

each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the

registration rights agreement, without regard to any limitations on the exercise of the warrants or conversion of the preferred stock.

The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

Under the terms

of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder,

together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99%

or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares

of common stock issuable upon exercise of such warrants which have not been exercised. Under the certificate of designations for the preferred

stock, a selling stockholder may not convert the preferred stock to the extent such conversion would cause such selling stockholder, together

with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 19.99% of our then

outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon

conversion of such shares of preferred stock which have not been converted. The number of shares in the second and fourth columns do not

reflect these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Stockholder

Shares of

Common Stock

Owned Prior

to Offering

Maximum Shares of

Common Stock to be Sold

Pursuant to this

Prospectus

Shares of

Common Stock

Owned After this

Offering

Annex C

BIG DIGITAL ENERGY, INC.

Selling Stockholder

Notice and Questionnaire

The undersigned

beneficial owner of common stock (the “Registrable Securities”) of Big Digital Energy, Inc., a Delaware corporation

(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission

(the “Commission”) a registration statement (the “Registration Statement”) for the registration

and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities,

in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this

document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.

All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal

consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders

and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of

being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned

beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities

owned by it in the Registration Statement.

The undersigned

hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name:

(a) Full Legal Name of Selling Stockholder:

(b) Full

Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or

dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Stockholder:

Telephone:

Email:

Contact Person:

3. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ☐

No ☐

(b) If

“yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the

Company?

Yes ☐

No ☐

Note: If “no” to

Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Yes ☐

No ☐

(d) If

you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business,

and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly,

with any person to distribute the Registrable Securities?

Yes ☐

No ☐

Note: If “no” to

Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

4. Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.

Except as set forth below in this

Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable

pursuant to the Purchase Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Stockholder:

5. Relationships with the Company:

Except as set forth below, neither

the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities

of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or

affiliates) during the past three years.

State any exceptions here:

The undersigned

agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent

to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required

to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

By signing below,

the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of

such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands

that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement

and the related prospectus and any amendments or supplements thereto.

IN WITNESS

WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in

person or by its duly authorized agent.

Dated:

Beneficial Owner:

By:

Name:

Title:

PLEASE EMAIL A .PDF COPY OF THE COMPLETED

AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

EXHIBIT C

WARRANT

THE SECURITIES REPRESENTED BY THIS

WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE

BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL

IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR

UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

BIG DIGITAL ENERGY, INC.

Warrant To Purchase Common Stock

Warrant No.: BGDE/YA II PN, LTD.

Number of Shares:

926,748

Warrant Exercise Price:

$10.81

Expiration Date:

June 30, 20311

Date of Issuance: June 30, 2026

BIG DIGITAL ENERGY, INC., a Delaware corporation

(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, YA II PN, LTD. (the “Holder”), the registered holder hereof or its permitted assigns,

is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant, at any time or times

on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein) up to [ ] fully paid and

nonassessable shares of Common Stock (as defined herein) of the Company (the “Warrant Shares”) at the exercise price

per share provided in Section 1(b) below or as subsequently adjusted; provided, however, that in no event shall the holder be entitled

to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such

exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates to exceed 4.99%

of the outstanding shares of the Common Stock following such exercise, (however, such restriction may be waived by Holder (but only as

to itself and not to any other holder) upon not less than 65 days prior notice to the Company). For purposes of the foregoing proviso,

the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares

of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso is being made, but shall

exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by

the Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the

Company beneficially owned by the Holder and its affiliates (including, without limitation, any convertible notes or preferred stock)

subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding

sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities

Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock a holder

may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-Q or Form 10-K,

as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its transfer agent

setting forth the number of shares of Common Stock outstanding. Upon the written request of any holder, the Company shall promptly, but

in no event later than 1 Business Day following the receipt of such notice, confirm in writing to any such holder the number of shares

of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect

to the exercise of Warrants (as defined below) by such holder and its affiliates since the date as of which such number of outstanding

shares of Common Stock was reported.

1 5 years following Issuance Date.

Section 1.

(a) This

Warrant is issued pursuant to the Securities Purchase Agreement (“Securities Purchase Agreement”) of even date hereof

between the Company and the Holder or issued in exchange or substitution thereafter or replacement thereof. Each Capitalized term used,

and not otherwise defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement.

(b) Definitions.

The following words and terms as used in this Warrant shall have the following meanings:

(i) “Approved

Stock Plan” means a stock option plan that has been approved by the Board of Directors of the Company, pursuant to which the

Company’s securities may be issued only to any employee, officer, director or third party service providers in the normal course

of business, for services provided to the Company.

(ii) “Business

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

or required by law to remain closed.

(iii) “Closing

Bid Price” means the closing bid price of Common Stock as quoted on the Principal Market (as reported by Bloomberg, LP (“Bloomberg”)

through its “Volume at Price” function).

(iv) “Common

Stock” means (i) the Company’s common stock, par value $0.001 per share, and (ii) any capital stock into which such Common

Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.

(v) “Common

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

(vi) “Event

of Default” means an event of default under the Securities Purchase Agreement or a Triggering Event as defined in the Certificate

of Designations for the Preferred Shares issued in connection therewith.

(vii) “Excluded

Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan, (b)

shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option,

obligation or security outstanding on the date prior to date of the Securities Purchase Agreement as disclosed in Schedule

3.1(g)therein, provided that the terms of such right, option, obligation or security are not amended or otherwise modified on or

after the date of the Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other

purchase price is not reduced, adjusted or otherwise modified and the number of shares of Common Stock issued or issuable is not

increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of

the Securities Purchase Agreement, (c) the shares of Common Stock issued or deemed to be issued by the Company upon conversion of

the Convertible Debenture or exercise of the Warrants and (d) Shares issued to employees, officers, directors, or service providers

consistent with past practices in the normal course of business.

(viii) “Expiration

Date” means the date set forth on the first page of this Warrant.

(ix) “Issuance Date” means the date hereof.

(x) “Options”

means any rights, warrants or options to subscribe for or purchase Common Stock or convertible securities.

(xi) “Person”

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

and a government or any department or agency thereof.

(xii) “Preferred

Shares” means the Series D Convertible Preferred Stock, par value $0.001 per share, issued pursuant to the Securities Purchase

Agreement or as dividends thereron.

(xiii) “Principal

Market” means as of any date of determination, the Eligible Market on which the shares of Common Stock is then listed or quoted.

(xiv) “Securities Act” means the Securities Act of 1933, as amended.

(xv) “Warrant”

means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

(xvi) “Warrant

Exercise Price” shall be $[ ]2 or as subsequently adjusted as provided in Section 8 hereof.

2 NTD: Exercise price shall be equal to 120% of the closing price

on the day prior to closing.

(i) Except

as otherwise specified herein, all references herein (A) to the Company shall be deemed to include the Company’s successors and

(B) to any applicable law defined or referred to herein shall be deemed references to such applicable law as the same may have been or

may be amended or supplemented from time to time.

(ii) When

used in this Warrant, the words “herein”, “hereof”, and “hereunder” and words

of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section”,

“Schedule”, and “Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this Warrant

unless otherwise specified.

(iii) Whenever

the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and vice versa.

Section 2. Exercise of

Warrant.

(a) Subject

to the terms and conditions hereof, this Warrant may be exercised by the holder hereof then registered on the books of the Company, pro

rata as hereinafter provided, at any time on any Business Day on or after the opening of business on such Business Day, (i) commencing

with the first day after the date hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by delivery of a written notice,

in the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of such holder’s

election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, payment to the Company of

an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant

Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes)

(the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds and the surrender of this

Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) to a common carrier

for overnight delivery to the Company as soon as practicable following such date (“Cash Basis”) or (ii) commencing

60 days (for Warrant Shares up to 19.99% of outstanding as of closing) and 180 days (for the balance of Warrant Shares)after the issuance

of this Warrant, and prior to 11:59 P.M. Eastern Time on the Expiration Date, if at the time of exercise, the Warrant Shares are not subject

to an effective registration statement or if an Event of Default has occurred, by delivering an Exercise Notice and in lieu of making

payment of the Aggregate Exercise Price in cash or wire transfer, elect instead to receive upon such exercise the “Net Number”

of shares of Common Stock determined according to the following formula (the “Cashless Exercise”):

Net Number = (A x B) – (A

x C)

For purposes of the foregoing formula:

A = the total number of Warrant Shares

with respect to which this Warrant is then being exercised.

B = the Closing Bid Price of the Common Stock on the date

of exercise of the Warrant.

C = the Warrant

Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

In the event of

any exercise of the rights represented by this Warrant in compliance with this Section 2, the Company shall on or before the second Business

Day following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification undertaking

with respect to this Warrant in the case of its loss, theft or destruction) and the receipt of the representations of the holder specified

in Section 6 hereof, if requested by the Company (the “Exercise Delivery Documents”), and if the Warrant Shares are

subject to an effective and current Registration Statement and the Common Stock is DTC eligible, credit such aggregate number of shares

of Common Stock to which the holder shall be entitled to the holder’s or its designee’s balance account with The Depository

Trust Company; provided, however, if the holder who submitted the Exercise Notice requested physical delivery of any or all of the Warrant

Shares, or, if the Warrant Shares are not subject to an effective and current Registration Statement and the Common Stock is not DTC eligible

or the Company is otherwise unable to deliver the Warrant Shares electronically without any restrictive legend pursuant to applicable

securities laws upon the written opinion of outside counsel, then the Company shall, on or before the second Business Day following receipt

of the Exercise Delivery Documents, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise

Notice, a certificate or book entry statement, registered in the name of the holder, for the number of shares of Common Stock to which

the holder shall be entitled pursuant to such request. The Warrant Shares shall be issued with a legend unless they are subject to an

effective and current Registration Statement or they are being transferred pursuant to an exemption from such registration requirements,

the availability of which is confirmed in an opinion of counsel acceptable to the Company’s transfer agent. Upon delivery of the

Exercise Notice and Aggregate Exercise Price referred to above, the holder of this Warrant shall be deemed for all corporate purposes

to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute

as to the determination of the Warrant Exercise Price, the Closing Bid Price or the arithmetic calculation of the Warrant Shares, the

Company shall promptly issue to the holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations

or arithmetic calculations to the holder via facsimile within 1 Business Day of receipt of the holder’s Exercise Notice.

(b) If

the holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the Warrant

Shares within 1 day of such disputed determination or arithmetic calculation being submitted to the holder, then the Company shall immediately

submit via electronic mail (i) the disputed determination of the Warrant Exercise Price or the Closing Bid Price to an independent, reputable

investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares to its independent, outside accountant. The

Company shall cause the investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and

notify the Company and the holder of the results no later than 48 hours from the time it receives the disputed determinations or calculations.

Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive

absent manifest error.

the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, upon the request of the

Holder, as soon as practicable and in no event later than 5 Business Days after any exercise and at its own expense, issue a new Warrant

identical in all respects to this Warrant exercised except it shall represent rights to purchase the number of Warrant Shares purchasable

immediately prior to such exercise under this Warrant exercised, less the number of Warrant Shares with respect to which such Warrant

is exercised.

(d) No

fractional Warrant Shares are to be issued upon any pro rata exercise of this Warrant, but rather the number of Warrant Shares issued

upon such exercise of this Warrant shall be rounded up or down to the nearest whole number.

(e) If

the Company or its Transfer Agent shall fail for any reason or for no reason to issue to the holder within 3 Business Days of receipt

of the Exercise Delivery Documents, a certificate or book entry statement for the number of Warrant Shares to which the holder is entitled

or to credit the holder’s balance account with The Depository Trust Company for such number of Warrant Shares to which the holder

is entitled upon the holder’s exercise of this Warrant, unless such failure results from a failure of the Company’s Transfer

Agent to issue such shares as a result of an act of terrorism, war, natural disaster, act of God or other force majeure event, the Company

shall, in addition to any other remedies under this Warrant or otherwise available to such holder, pay as additional damages in cash to

such holder on each day the issuance of such certificate for Warrant Shares is not timely effected an amount equal to 0.025% of the product

of (A) the sum of the number of Warrant Shares not issued to the holder on a timely basis and to which the holder is entitled, and (B)

the Closing Bid Price of the Common Stock for the trading day immediately preceding the last possible date which the Company could have

issued such Common Stock to the holder without violating this Section 2.

(f) If

within 5 Business Days after the Company’s receipt of the Exercise Delivery Documents, and the written request of the Holder that

a new Warrant be issued, the Company fails to deliver a new Warrant to the holder for the number of Warrant Shares to which such holder

is entitled pursuant to Section 2 hereof, then, the Holder shall be entitled to exercise or transfer its rights under such new Warrant

and the Company shall be obligated to honor such exercises or transfers as if the Holder had submitted the new Warrant without violating

this Section 2.

(g) Compliance

with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect the exercise of any portion

of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions

of this Warrant to the extent (but only to the extent) that after giving effect to such exercise, the number of Warrant Shares issued

under this Warrant, the Other Warrants and the number of shares of Common Stock issued upon conversion of the Preferred Shares in the

aggregate would exceed [ ] (representing 19.99% of the aggregate number of Common Shares issued and outstanding immediately

prior to the date of execution of the Securities Purchase Agreement (subject to adjustment for any stock splits, combinations or the like)),

calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number

of Warrant Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions

contemplated by the Agreement under the applicable

rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not

apply if the Company’s stockholders have approved the issuance of Common Shares pursuant to this Warrant, the Other Warrants and

the Preferred Shares in excess of the Exchange Cap in accordance with the rules of the Principal Market (the “Shareholder Approval”).

In connection with each Exercise Notice, any portion of an exercise that would exceed the Exchange Cap shall automatically be withdrawn

with no further action required by the Company and such Exercise Notice shall be deemed automatically modified to reduce the aggregate

Warrant Shares exercised by an amount equal to such withdrawn portion in respect of each Exercise Notice.

Section 3. Covenants as to Common

Stock. The Company hereby covenants and agrees as follows:

(a) This

Warrant is, and any Warrants issued in substitution for or replacement of this Warrant will upon issuance be, duly authorized and validly

issued.

(b) All

Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued,

fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.

the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved

at least 100% of the number of shares of Common Stock needed to provide for the exercise of the rights then represented by this Warrant

and the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price. If at any time the

Company does not have a sufficient number of shares of Common Stock authorized and available, then the Company shall call and hold a special

meeting of its stockholders within 60 days of that time for the sole purpose of increasing the number of authorized shares of Common Stock.

(d) Unless

the Warrant Shares are already registered for resale pursuant to an effective registration statement, if at any time after the date hereof

the Company shall file a registration statement, the Company shall include the Warrant Shares issuable to the holder, pursuant to the

terms of this Warrant and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Warrant

Shares from time to time issuable upon the exercise of this Warrant; and the Company shall so list on each national securities exchange

or automated quotation system, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company

issuable upon the exercise of this Warrant if and so long as any shares of the same class shall be listed on such national securities

exchange or automated quotation system.

(e) The

Company will not, by amendment of its Amended and Restated Certificate of Incorporation or through any reorganization, transfer of assets,

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

or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying

out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant

in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the

tenor and purpose of this Warrant. The Company will not increase the par value of any shares of Common Stock receivable upon the exercise

of this Warrant above the Warrant Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this

Warrant.

(f) This

Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all

of the Company’s assets.

Section 4. Taxes.

The Company shall pay any and all taxes, except any applicable withholding, which may be payable with respect to the issuance and delivery

of Warrant Shares upon exercise of this Warrant.

Section 5. Warrant

Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant shall be entitled