Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-000960

Filed: 2026-07-21

Period: 2026-07-20

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — e7792_8-k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (e7792_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (e7792_ex4-2.htm)

EX-10.1 — EXHIBIT 10.1 (e7792_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (e7792_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (e7792_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (e7792_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (e7792_ex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (e7792_ex10-6.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July

20, 2026

VisionWave

Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-72741

99-5002777

(State or other jurisdiction

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

300 Delaware Ave., Suite 210 # 301

Wilmington, DE 19801

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area

code: (302) 305-4790

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

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VWAV

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

VWAVW

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange

Act of 1934 (17 CFR §240.12b-2).

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 and Convertible Debentures

On July 20, 2026, VisionWave Holdings, Inc. (the “Company”)

entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (the “Investor”),

an investment fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to the Investor convertible

debentures in the aggregate principal amount of up to $15,000,000 (the “Convertible Debentures”), at a purchase price equal

to 85% of the principal amount thereof, in two tranches. The first tranche, in the principal amount of $10,000,000, closed on July 20,

2026 (the “First Closing”). The second tranche, in the principal amount of $5,000,000, will close upon the effectiveness of

the initial registration statement described below under “Registration Rights Agreement.” The Company also paid the Investor

a non-refundable due diligence fee of $50,000, which was netted from the proceeds of the First Closing. The Company intends to use the

net proceeds of the offering for working capital and general corporate purposes.

The Convertible Debentures bear interest at a rate

of 5.00% per annum (which increases to 18.00% per annum during the continuance of an event of default), calculated on the basis of a 365-day

year, and mature on July 20, 2027. Beginning on December 30, 2026, and on the same day of each calendar month thereafter, the Company

is required to repay the Convertible Debentures in monthly installments of $1,750,000 of principal, plus a payment premium equal to 2%

of the principal amount being paid and accrued and unpaid interest. Installment amounts are payable, at the Company’s option, in

cash or by offset against the proceeds of one or more advances under the Company’s Standby Equity Purchase Agreement with the Investor,

dated July 25, 2025, as amended (the “SEPA”). While the Convertible Debentures are outstanding, any advances under the SEPA

must use the three-day pricing option provided for therein, and payments in excess of the installment amount then due are not subject

to the payment premium. The Company may redeem amounts outstanding under the Convertible Debentures prior to maturity at any time upon

advance notice by paying the principal amount being redeemed, a redemption premium equal to 5% of such principal amount, and accrued and

unpaid interest.

The Convertible Debentures are convertible at the

option of the Investor into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at

a fixed conversion price of $5.00 per share. Upon the occurrence and during the continuance of an event of default, the Investor may convert

at the lower of such fixed price or a variable price equal to 90% of the lowest daily volume-weighted average price of the Common Stock

during the ten trading days immediately preceding the conversion date, subject to a floor price of $0.702 per share. The Investor may

not convert the Convertible Debentures (or exercise the Warrants described below) to the extent that, after giving effect thereto, the

Investor and its affiliates would beneficially own more than 4.99% of the outstanding Common Stock. The Convertible Debentures also may

not be converted, and the Warrants may not be exercised, to the extent the shares issuable would exceed the aggregate number of shares

of Common Stock that the Company may issue under the applicable rules of The Nasdaq Stock Market LLC (the “Exchange Cap”),

unless the Company’s stockholders approve issuances in excess of the Exchange Cap.

The Securities Purchase Agreement contains customary

representations, warranties and covenants of the Company, including, among other things, covenants that, while the Convertible Debentures

are outstanding and subject to specified exceptions, restrict the Company’s ability to enter into variable rate transactions (other

than pursuant to the SEPA), incur additional indebtedness or grant liens, effect discounted offerings, and make payments on certain related-party

indebtedness. Closing of the transaction was conditioned upon, among other things, the delivery of consent and deferral agreements by

the holders of certain outstanding promissory notes issued by the Company.

Warrants

In connection with the Securities Purchase Agreement,

the Company issued to the Investor warrants (the “Warrants”) to purchase up to 1,800,000 shares of Common Stock at an exercise

price of $5.00 per share. The Warrants are exercisable upon issuance and expire 36 months after the date of issuance. The Warrants are

exercisable for cash, provided that if, after the six-month anniversary of the date of the Securities Purchase Agreement, a registration

statement covering the resale of the shares underlying the Warrants is not available, the Warrants may be exercised on a cashless basis.

Registration Rights Agreement

In connection with the Securities Purchase Agreement,

the Company entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), pursuant

to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) an initial registration statement

covering the resale of the shares of Common Stock issuable upon conversion of the Convertible Debentures and exercise of the Warrants,

together with certain additional shares issuable under the SEPA, within 60 days, and to use commercially reasonable efforts to cause such

registration statement to be declared effective within the deadlines specified therein and to maintain its effectiveness until the registrable

securities have been sold or may be sold without restriction under Rule 144.

Global Guaranty Agreement

In connection with the Securities Purchase Agreement,

certain subsidiaries of the Company receiving proceeds of the Convertible Debentures, consisting of VisionWave Technologies, Inc., VisionWave

Holdings UK Ltd and Solar Drone Ltd., entered into a Global Guaranty Agreement in favor of the Investor (the “Guaranty”),

pursuant to which such subsidiaries, jointly and severally, guaranteed the payment obligations of the Company under the Convertible Debentures

and the related transaction documents.

Consent and Deferral Letter Agreements

On July 20, 2026, as a condition to the First Closing,

the Company entered into side letter agreements (the “Consent and Deferral Letters”) with each of Dream America Marketing

Services, Ltda. (“Dream America”), the holder of a promissory note issued by the Company on April 10, 2026 in the original

principal amount of $6,000,000, and Adrian Holdings S.R.L. (“Adrian”), the holder of a promissory note issued by the Company

on January 5, 2026 in the original principal amount of $10,000,000. Pursuant to the Consent and Deferral Letters, each of Dream America

and Adrian has agreed, until the obligations under the Convertible Debentures have been indefeasibly paid in full, (i) not to demand,

request, accept, receive or apply any cash payments from the Company in respect of its promissory note (including payments of principal,

interest, fees, default interest, premiums, costs or expenses), with any such payments received to be returned to the Company or held

in suspense unless otherwise consented to in writing by the Investor, and (ii) to forbear from exercising its rights and remedies upon

the occurrence of any default under its promissory note. Each of Dream America and Adrian has also consented to the Company’s incurrence

of the indebtedness under the Convertible Debentures and to the payments required to be made thereunder, whether made in cash or through

the issuance and sale of shares of Common Stock and the use of the proceeds of such issuances and sales to repay the Convertible Debentures.

Except as set forth in the Consent and Deferral Letters, the terms of such promissory notes remain in full force and effect.

Extension of Maturity of SEPA Promissory Notes

On July 20, 2026, the Investor, as holder of the promissory

notes issued by the Company in connection with prepaid advances under the SEPA on July 25, 2025 (in the original principal amount of $3,000,000)

and September 11, 2025 (in the original principal amount of $2,000,000) (collectively, the “SEPA Notes”), delivered to the

Company written notice of its election, pursuant to the terms of the SEPA Notes, to extend the maturity date of the SEPA Notes to January

25, 2027 (the “Maturity Extension”), which extension the Company acknowledged and agreed.

The foregoing descriptions of the Securities Purchase

Agreement, the Convertible Debentures, the Warrants, the Registration Rights Agreement, the Guaranty, the Consent and Deferral Letters

and the Maturity Extension do not purport to be complete and are qualified in their entirety by reference to the full text of such documents,

copies of which are filed as Exhibits 10.1, 4.1, 4.2, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K

and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation

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

The information set forth in Item 1.01 of this Current

Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current

Report on Form 8-K is incorporated by reference into this Item 3.02. The Convertible Debentures and the Warrants were, and the shares

of Common Stock issuable upon conversion or exercise thereof will be, offered and sold to the Investor, an “accredited investor”

(as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), in reliance

upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated

thereunder, without any form of general solicitation or general advertising. Such securities have not been registered under the Securities

Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements

of the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of

1934, as amended, including statements regarding the second closing of the Convertible Debentures, the filing and effectiveness of the

registration statement, and the intended use of proceeds. These statements are based on current expectations and assumptions and are subject

to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the satisfaction of the

conditions to the second closing, the timing of SEC review, market conditions, and the other risks described in the Company’s filings

with the SEC. All forward-looking statements speak only as of the date of this Current Report, and the Company undertakes no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required

by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Form of Convertible Debenture

4.2

Form of Warrant to Purchase Common Shares

10.1

Securities Purchase Agreement, dated July 20, 2026, between VisionWave Holdings, Inc. and YA II PN, Ltd.

10.2

Registration Rights Agreement, dated July 20, 2026, between VisionWave Holdings, Inc. and YA II PN, Ltd.

10.3

Global Guaranty Agreement, dated July 20, 2026, by VisionWave Technologies, Inc., VisionWave Holdings UK Ltd and Solar Drone Ltd. in favor of YA II PN, Ltd.

10.4

Consent and Deferral Letter Agreement, dated July 20, 2026, between VisionWave Holdings, Inc. and Dream America Marketing Services, Ltda.

10.5

Consent and Deferral Letter Agreement, dated July 20, 2026, between VisionWave Holdings, Inc. and Adrian Holdings S.R.L.

10.6

Letter Agreement regarding Extension of Maturity Date, dated July 20, 2026, between VisionWave Holdings, Inc. and YA II PN, Ltd.

104

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

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.

Date: July 21, 2026

VISIONWAVE HOLDINGS, INC.

By: /s/ Douglas Davis

Name: Douglas Davis

Title: Chief Executive Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: e7792_ex4-1.htm · Sequence: 2

EXHIBIT 4.1

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO

WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE. THESE SECURITIES HAVE BEEN SOLD 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. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED

IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

VISIONWAVE

HOLDINGS, INC.

Convertible

Debenture

Original Principal Amount: $10,000,000

Issuance Date: July 20, 2026

Number: VWAV-4

FOR VALUE RECEIVED, VISIONWAVE

HOLDINGS, INC., an entity organized under the laws of the State of Delaware (the “Company”), hereby promises to pay

to the order of YA II PN, LTD., or its registered assigns (the “Holder”) the amount set out above as the Original Principal

Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the

“Principal”) and the Payment Premium or the Redemption Premium, as applicable, in each case when due, and to pay interest

(“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out

above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity

Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). The Issuance Date is the

date of the first issuance of this Convertible Debenture (as amended, amended and restated, extended, supplemented or otherwise modified

in writing from time to time, this “Debenture”) regardless of the number of transfers and regardless of the number

of instruments, which may be issued to evidence such Debenture. This Debenture is issued pursuant to that certain Securities Purchase

Agreement dated as of July 20, 2026, (as it may be amended from time to time, the “Securities Purchase Agreement”),

between the Company and the Holder. Certain capitalized terms used herein are defined in Section (12).

(1) GENERAL

TERMS

(a) Maturity

Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued

and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity Date”

shall be Jul7 20, 2027, as may be extended at the option of the Holder.

(b) Interest

Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 5.00% (“Interest

Rate”), which Interest Rate shall increase to an annual rate of 18.00% upon the occurrence of an Event of Default (for so long

as such Event of Default is continuing). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to

the extent permitted by applicable law.

Payments. Beginning on December 30, 2026, and continuing on the same day of each successive calendar month (except for February, which

shall be the 28th), (each, an “Installment Date”), the Company shall repay a portion of the outstanding balance of

this Debenture in an amount equal to the sum of (i) $1,750,000 of Principal amount in the aggregate among this Debenture and all Other

Debentures (or the outstanding Principal if less than such amount) (“Installment Principal Amount”), plus (ii) the

Payment Premium in respect of such Installment Principal Amount, if applicable, and (iii) accrued and unpaid interest hereunder as of

each Installment Date (collectively, the “Installment Amount”). With respect to the payment of any Installment Amount

by the Company hereunder, the Company shall, at its own option, repay each Installment Amount either (A) in cash on or before the Installment

Date, or (B) by submitting an Advance Notice (as defined in the SEPA) (an “Advance Repayment”), or a series of Advance

Notices, each with an Advance Date (as defined in the SEPA) on or before the applicable Installment Date, or any combination of (A) or

(B) as determined by the Company. In respect of any Installment Amount, or portion thereof, to be repaid by the Company in accordance

with (A) of this Section, the Company shall pay such Installment Amount to the Holder by wire transfer of immediately available funds

in cash on or before such Installment Date. If the Company elects an Advance Repayment in accordance with (B) of this Section, for all

or a portion of an Installment Amount, then the Company shall deliver an Advance Notice or a series of Advance Notices to the Holder in

accordance with the terms and conditions of the SEPA, that will have an Advance Date or Advance Dates on or before the applicable Installment

Date. Upon the closing of such Advance Notices in accordance with the SEPA, the Holder shall offset the amount due to be paid by the Holder

to the Company under the SEPA against an equal amount of the Installment Amount to be paid by the Advance Repayment. If, on the Installment

Date any portion of the Installment Amount remains unpaid, the Company shall repay such outstanding Installment Amount as a cash repayment

pursuant to (A) of this Section. Unless otherwise agreed by the Holder, any Advance Notice delivered to the Holder while this Debenture

remains outstanding, shall be treated as an Advance Repayment with the proceeds of any such Advance Notice due to be paid to the Company

first used to repay any Installment Amount past due and then to any Installment Amount coming due in chronological order. If the Company

uses proceeds from an Advance Notice to repay any future Installment Amount that is not due for at least 30 days, then the Payment Premium

shall not apply to such Installment Amount being paid. For so long as this Debenture is outstanding, with respect to any Advance Notice

submitted by the Company, the Company shall select an Option 2 Pricing Period (as defined in the SEPA), unless otherwise agreed by the

Holder.

If this Debenture and any Other

Debentures are held by more than one holder, then the Installment Principal Amount due to be paid shall be allocated to each holder based

on each holder’s pro-rata portion of the total outstanding Principal amount outstanding on this Debenture and all Other Debentures.

If this Debenture and all Other Debentures are held by one holder, then such holder shall decide the allocation of payments between this

Debenture and all Other Debentures in its sole discretion.

(d) Optional

Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”)

early all amounts outstanding under this Debenture as described in this Section; provided, that the Company provides the Holder

with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption

Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given if the

VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the

Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Debenture to be redeemed and the

Redemption Amount. The “Redemption Amount” shall be an amount equal to (a) the outstanding Principal balance being

redeemed by the Company plus (b) the Redemption Premium in respect of such Principal amount plus (c) all accrued and unpaid

interest hereunder as of the date of such redemption. After receipt of a Redemption Notice, the Holder shall have three (3) Trading Days

(beginning with the Trading Day immediately following the date such Redemption Notice is delivered to the Holder in accordance with this

term of this Section 1(d)) to elect to convert all or any portion of this Debenture. On the fourth (4th) Trading Day following

the delivery of the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal

amount redeemed to the extent not converted and otherwise after giving effect to conversions or other payments made during such three

(3) Trading Day period.

(e) Other

than as specifically set forth in this Debenture, the Company shall not have the ability to make any early repayments without the consent

of or at the request of the Holder.

(f) Payment

Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made

on the next succeeding Business Day.

(2) EVENTS

OF DEFAULT.

(a) An

“Event of Default,” wherever used herein, means any one of the following events (whatever the reason and whether it

shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,

rule or regulation of any administrative or governmental body) shall have occurred:

(i) The

Company’s failure to pay to the Holder any amount of Principal, the Redemption Amount, the Payment Premium, Interest, or other amounts

when and as due under this Debenture or any other Transaction Document and within five (5) Business Days after such payment is due;

(ii) (A)

The Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the

Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or

the Company or any Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,

relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating

to the Company or any Subsidiary of the Company, in any such bankruptcy, insolvency or other proceeding which remains undismissed for

a period of sixty one (61) days; (B) the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; (C) any order

of relief or other order approving any such case or proceeding is entered; (D) the Company or any Subsidiary of the Company suffers any

appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which

continues undischarged or unstayed for a period of sixty one (61) days; (E) the Company or any Subsidiary of the Company makes a general

assignment of all or substantially all of its assets for the benefit of creditors; (F) the Company or any Subsidiary of the Company shall

fail to pay, shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (G) the Company

or any Subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring

of its debts; (H) the Company or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval

of or acquiescence in any of the foregoing; or (I) any corporate or other action is taken by the Company or any Subsidiary of the Company

for the purpose of effecting any of the foregoing;

(iii) The

Company or any Subsidiary of the Company shall default in any of its obligations under any note, debenture, mortgage, credit agreement

or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may

be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company

or any Subsidiary of the Company in an amount exceeding $500,000, whether such indebtedness now exists or shall hereafter be created and

such default is not cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed, within

ten (10) Business Days, and as a result, such indebtedness becomes or is declared due and payable;

(iv) A

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

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

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

is covered by insurance or an indemnity from a creditworthy party shall not be included in calculating the $500,000 amount set forth above

so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall

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

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

of such judgment;

(v) The

Common Shares shall cease to be quoted or listed for trading, as applicable, on any Principal Market for a period of ten (10) consecutive

Trading Days;

(vi) The

Company or any Subsidiary of the Company shall be a party to any Change of Control Transaction unless in connection with such Change of

Control Transaction this Debenture is retired;

(vii) The

Company’s (A) failure to deliver the required number of Common Shares to the Holder within two (2) Trading Days after the applicable

Share Delivery Date or (B) notice, written or oral, to any holder of the Debenture, including by way of public announcement, at any time,

of its intention not to comply with a request for conversion of all or a portion of this Debenture into Common Shares that is tendered

in accordance with the provisions of this Debenture;

(viii) The

Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined below) within five (5) Business Days

after such payment is due;

(ix) The

Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established

by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under

Rule 12b-25 under the Exchange Act;

(x) Any

representation or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction Document,

or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation

or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed

made;

(xi) (A)

Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly

permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company or any other Person contests in writing the

validity or enforceability of any provision of any Transaction Document; or (C) the Company denies in writing that it has any or further

liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in accordance with the

relevant termination provisions) or rescind any Transaction Document;

(xii) The

Company uses the proceeds of the issuance of this Debenture, whether directly or indirectly, and whether immediately, incidentally or

ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board,

as in effect from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for

the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose;

(xiii) Any

Event of Default (as defined in the Other Debentures or in any Transaction Document other than this Debenture) occurs with respect to

any Other Debentures, or any breach of any material term of any other debenture, note, or instrument held by the Holder in the Company

or any agreement between or among the Company and the Holder; or

(xiv) The

Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material breach

or default of any provision of this Debenture (except as may be covered by this Section 2(a) above) or any other Transaction Document,

which is not cured or remedied within the time prescribed or if no time is prescribed within ten (10) Business Days.

(b) During

the time that any portion of this Debenture is outstanding, if any Event of Default has occurred (other than an event with respect to

the Company described in Section (2)(a)(ii)), the full unpaid Principal amount of this Debenture, together with the Payment Premium in

respect of such Principal amount, and all interest and other amounts owing in respect of this Debenture to the date of acceleration, shall

become, at the Holder’s election given by notice pursuant to Section (5), immediately due and payable in cash; provided that, in

the case of any event with respect to the Company described in Section (2)(a)(ii),

the full unpaid Principal amount of this Debenture,

together with the Payment Premium in respect of such Principal amount, and all accrued and unpaid interest and other amounts owing in

respect of this Debenture to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand,

protest or other notice of any kind, all of which are hereby waived by the Company. Furthermore, in addition to any other remedies, the

Holder shall have the right (but not the obligation) to convert, on one or more occasions all or part of the Debenture in accordance with

Section (3)(b) (and subject to the limitations set out in Section (3)(c)(i) and Section (3)(c)(ii)) at the lower of the Fixed Price or

the Variable Price at any time after an Event of Default has occurred and is continuing until all amounts outstanding under this Debenture

have been repaid in full. The Holder need not provide, and the Company hereby waives, any presentment demand, protest or other notice

of any kind (other than any required notice of conversion), and the Holder may immediately enforce any and all of its rights and remedies

hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder in

writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair

any right consequent thereon.

(3) CONVERSION

OF DEBENTURE. This Debenture shall be convertible into Common Shares, on the terms and conditions set forth in this Section (3).

(a) Conversion

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

to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable Common Shares in accordance with

Section (3)(b), at the Fixed Price.

(b) Mechanics

of Conversion.

(i) Optional

Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall

(A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed

notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B)

if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the

Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss,

theft or destruction). The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to this Section (3)(a) shall

be determined by dividing (x) such Conversion Amount by either (y) the Fixed Price, in respect of a conversion pursuant to Section 3(a),

or (z) the Variable Price, in respect of a conversion pursuant to Section 2(b). The Company shall not issue any fraction of a Common Shares

upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in

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

Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common

Shares upon conversion of any Conversion Amount. On or before the first (1st) Trading Day following the date of receipt of

a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on

certificates or the book-entry position of the Common Shares and provided that the Transfer Agent is participating in the Depository Trust

Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate

number of Common Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through

its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities

Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered

in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall

not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Debenture is physically

surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount

being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this

Debenture and at its own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted.

The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Debenture shall be treated for all purposes

as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.

(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

Date to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares

to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (a “Conversion Failure”),

and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction

of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”),

then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i)

pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of

pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s

obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver

to the Holder a certificate or certificates representing such Common Shares to which the Holder is entitled with respect to such Conversion

Notice and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of

Common Shares, multiplied by (B) the Closing Price on the Conversion Date.

(iii) Book-Entry.

Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms

hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented

by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included

in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company

shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method,

reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon any conversion.

on Conversions.

(i) Beneficial

Ownership. The Holder shall not have the right to convert any portion of this Debenture to the extent that after giving effect to

such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d)

of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of Common Shares outstanding immediately after

giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of Common Shares it may hold

at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of Common Shares in excess of 4.99%

of the then outstanding Common Shares without regard to any other shares which may be beneficially owned by the Holder or an affiliate

thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit

any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies,

the determination of which portion of the Principal amount of this Debenture is convertible shall be the responsibility and obligation

of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this Debenture that, without regard to any other

shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder,

the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to be converted

on such Conversion Date in accordance with Section (3)(a) and, any Principal amount tendered for conversion in excess of the permitted

amount hereunder shall remain outstanding under this Debenture. The provisions of this Section may be waived by a Holder (but only as

to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any

such waiver.

(ii) Principal

Market Limitation. Notwithstanding anything in this Debenture to the contrary, the Company shall not issue any Common Shares upon

conversion of this Debenture, or otherwise, if the issuance of such Common Shares, together with any Common Shares issued in connection

with any other related transactions that may be considered part of the same series of transactions, would exceed the aggregate number

Common Shares that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations

of The Nasdaq Stock Market LLC (“Nasdaq”) and shall be referred to as the “Exchange Cap,” except

that such limitation shall not apply if the Company’s stockholders have approved such issuances on such terms in excess of the Exchange

Cap in accordance with the rules and regulations of Nasdaq.

(d) Other

Provisions.

(i) All

calculations under this Section (3) shall be rounded to the nearest $0.0001 or whole share.

(ii) So

long as this Debenture remains outstanding, the Company shall have reserved from its duly authorized share capital, and shall have instructed

the Transfer Agent to irrevocably reserve, the maximum number of Common Shares issuable upon conversion of this Debenture (assuming for

purposes hereof that (x) this Debenture is convertible at the Floor Price as of the date of determination, and (y) any such conversion

shall not take into account any limitations on the conversion of the Debenture set forth herein (the “Required Reserve Amount”)),

provided that at no time shall the number of Common Shares reserved pursuant to this Section (3)(d)(ii) be reduced other than pursuant

to the conversion of this Debenture in accordance with their terms, and/or cancellation, or reverse stock split. If at any time while

this Debenture remains outstanding, the Company does not have a sufficient number of authorized and unreserved Common Shares to satisfy

the obligation to reserve for the issuance the Required Reserve Amount, the Company will promptly take all corporate action necessary

to propose to a meeting of its shareholders an increase of its authorized share capital necessary to meet the Company’s obligations

pursuant to this Debenture, and cause its board of directors to recommend to the shareholders that they approve such proposal.

(iii) Nothing

herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein for the

Company’s failure to deliver certificates representing Common Shares upon conversion within the period specified herein and such

Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such

rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(iv) Legal

Opinions. The Company is obligated to cause its legal counsel to deliver legal opinions to the Company’s transfer agent in connection

with any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends

restricting the transfer thereof. To the extent a legal opinion is not provided (either timely or at all), then, in addition to being

an Event of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection

with any legal opinions paid for by the Holder in connection with the sale or transfer of the Underlying Shares. The Holder shall notify

the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder

shall be paid by the Company with reasonable promptness.

(e) Adjustment

of Conversion Price upon Subdivision or Combination of Common Shares. If the Company, at any time while this Debenture is outstanding,

shall (i) pay a stock dividend or otherwise make a distribution or distributions on its shares of Common Shares or any other equity

or equity equivalent securities payable in Common Shares, (ii) subdivide outstanding Common Shares into a larger number of shares, (iii)

combine (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv) issue by reclassification

of Common Shares any shares of capital stock of the Company, then each of the Fixed Price and the Floor Price shall be multiplied by a

fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding before such event

and of which the denominator shall be the number of Common Shares outstanding after such event. Any adjustment made pursuant to this Section

shall become effective, in the case of a dividend distribution, immediately after the record date for the determination of stockholders

entitled to receive such dividend or distribution or, in the case of a subdivision, combination or re-classification, and shall become

effective immediately after the effective date of such subdivision, combination or re-classification.

(f) Adjustment

of Conversion Price upon Issuance of Common Shares. If the Company, at any time while this Debenture is outstanding, issues or sells

any Common Shares or Convertible Securities (other than shares issued or sold by the Company in connection with any Excluded Securities),

for a consideration per share (the “New Issuance Price”) less than a price equal to the Fixed Price in effect immediately

prior to such issue or sale (such price the “Applicable Price”) (the foregoing a “Dilutive Issuance”),

then immediately after such Dilutive Issuance the Fixed Price then in effect shall be reduced to an amount equal to the New Issuance Price.

For the purposes hereof, if the Company in any manner issues or sells any Convertible Securities (other than shares issued or sold by

the Company in connection with any Excluded Securities) and the lowest price per share for which one Common Share is issuable upon such

conversion or exchange or exercise thereof is less than the Applicable Price, then such Common Share shall be deemed to be outstanding

and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per

share. No further adjustment of the Fixed Price shall be made upon the actual issuance of such Common Share upon conversion or exchange

or exercise of such Convertible Securities.

(g) 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 Common Shares are entitled to receive securities or other assets with respect to or in exchange

for Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will

thereafter have the right to receive upon a conversion of this Debenture, at the Holder’s option, (i) in addition to the Common

Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such

Common Shares had such Common Shares been held by the Holder upon the consummation of such Corporate Event (without taking into account

any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the Common Shares otherwise receivable upon

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

Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion

rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with

the conversion price of this Debenture. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory

to the Required Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be

applied without regard to any limitations on the conversion or redemption of this Debenture.

(h) Whenever

the Fixed Price of this Debenture is adjusted, the Company shall promptly provide the Holder with a written notice setting forth the Fixed

Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(i) In

case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by the

Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions,

a Holder shall have the right to (A) exercise any rights under Section (3)(g), (B) convert the aggregate amount of this Debenture then

outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common

Shares following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to

receive such amount of securities, cash and property as the Common Shares into which such aggregate Principal amount of this Debenture

could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger

or consolidation, require the surviving entity to issue to the Holder a convertible debenture with a Principal amount equal to the aggregate

Principal amount of this Debenture then held by such Holder, plus all accrued and unpaid Interest and other amounts owing thereon, which

such newly issued convertible debenture shall have terms identical (including with respect to conversion) to the terms of this Debenture,

and shall be entitled to all of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant

to which this Debenture was issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible

preferred stock or convertible debentures shall be based upon the amount of securities, cash and property that each Common Share would

receive in such transaction and the conversion price in effect immediately prior to the effectiveness or closing date for such transaction.

The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive

the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall

similarly apply to successive such events.

(4) REISSUANCE

OF THIS DEBENTURE.

(a) Transfer.

If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith

issue and deliver upon the order of the Holder a new Debenture (in accordance with Section (4)(d)), registered in the name of the registered

transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid Interest

thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section (4)(d))

to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture,

acknowledge and agree that, by reason of the provisions of Section (3)(b)(iii) following conversion or redemption of any portion of this

Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture.

(b) Lost,

Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,

destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the

Holder to the Company in customary form and substance and, in the case of mutilation, upon surrender and cancellation of this Debenture,

the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section (4)(d)) representing the outstanding Principal.

Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal

office of the Company, for a new Debenture or Debentures (in accordance with Section (4)(d)) representing in the aggregate the outstanding

Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by

the Holder at the time of such surrender.

(d) Issuance

of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture

(i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining

outstanding (or in the case of a new Debenture being issued pursuant to Section (4)(a) or Section (4)(c), the Principal designated by

the Holder which, when added to the Principal represented by the other new Debentures issued in connection with such issuance, does not

exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have

an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall

have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(5) NOTICES. Any

notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter

or electronic mail (“e-mail”) and will be deemed to have been delivered (i) upon receipt, when delivered personally, (ii)

one (1) Business Day after deposit with an overnight

courier service with next day delivery specified, as applicable or (iii) receipt, when sent

by e-mail, and, in each case of the foregoing clauses (i), (ii) and (iii), properly addressed to the

party to receive the same. The addresses and email addresses for such communications

shall be:

If to the Company, to:

VisionWave Holdings, Inc.

300 Delaware Ave., Suite 210 # 310

Wilmington, DE 19801

Attn: Doug Davis

Telephone:

Email: ddavis@vwav.inc.

with a copy (which shall not constitute notice) to:

Fleming PLLC

30 Wall Street, 8th Floor

New York, NY 10005

Attention: Stephen M. Fleming

Telephone: (516) 902-6567

Email: smf@flemingpllc.com

If to the Holder:

YA II PN, Ltd

c/o Yorkville Advisors Global, LLC

1012 Springfield Avenue

Mountainside, NJ 07092

Attention: Mark Angelo

Telephone: 201-985-8300

Email: Legal@yorkvilleglobal.com

or at such other address and/or

e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other

party in accordance with this Section at least three (3) Business Days prior to the effectiveness of such change. Written confirmation

of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) electronically generated by the sender’s

email service provider containing the time, date, recipient email address or (c) provided by a nationally recognized overnight delivery

service, shall be rebuttable evidence of personal service, receipt from a nationally recognized overnight delivery service or receipt

by e-mail in accordance with clause (i), (ii) or (iii) above, respectively.

(6) Except

as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute

and unconditional, to pay the Principal of, and Interest and other charges (if any) on, this Debenture at the time, place, and rate, and

in the currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding, the

Company shall not and shall cause each of its subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation,

bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase

or otherwise acquire shares of its Common Shares or other equity securities (other than repurchases or deemed repurchases of Common Shares

from current or former employees, officers, directors or consultants upon termination of service, or in connection with tax withholding

or net or cashless exercise, in each case pursuant to an Approved Stock Plan); (iii) enter into any agreement with respect to any of the

foregoing; or (iv) enter into any agreement, arrangement or transaction in or of which the terms thereof would restrict, materially delay,

conflict with or impair the ability of the Company to perform its obligations under the this Debenture, including, without limitation,

the obligation of the Company to make cash payments hereunder.

(7) This

Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to

vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings

of the Company, unless and to the extent converted into Common Shares in accordance with the terms hereof.

(8) CHOICE

OF LAW; VENUE; WAIVER OF JURY TRIAL

(a) Governing

Law. This Debenture and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed

in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”)

(including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction,

validity and performance.

(b) Jurisdiction;

Venue; Service.

(i) The

Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and,

if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing

Jurisdiction.

(ii) The

Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal

jurisdiction exists, in any United States District Court in the Governing Jurisdiction selected by the Holder. The Company waives any

right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or

equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis

of improper venue or inconvenience of forum.

(iii) Any

suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise,

brought by the Company against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any

other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company

shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against

the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such

suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless

filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company

agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding

brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court

located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence

any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort

or otherwise, against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any other Transaction

Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and

the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties

hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit,

claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by

applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation

or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by

law.

(iv) The

Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim,

action, litigation or proceeding by e-mail or the mailing of copies thereof by registered or certified mail postage prepaid, to it at

the e-mail address or physical address, as applicable, provided for notices in this Debenture, such service to become effective thirty

(30) days after the date of such e-mail or mailing, as applicable. The Company and the Holder each irrevocably waive any defense it may

have on the grounds of insufficient or improper service with respect to service of process effected in accordance with this Section (8)(b)(iv).

(v) Nothing

herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or

to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS DEBENTURE OR ANY MATTER

RELATING TO THIS DEBENTURE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A

WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR

RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(d) The

Company expressly acknowledges and agrees that this Debenture constitutes an instrument for the payment of money only within

the meaning of section 3213 of the New York Civil Practice Law and Rules (“CPLR §3213”), and that upon any default

under or breach of the terms of this Debenture, the Holder may immediately commence an action by motion for summary judgment in lieu of

complaint without any further notice or demand. The Company irrevocably waives (i) any right to require the Holder to commence any action

by summons and complaint, (ii) any right to assert defenses, setoffs, counterclaims or delays in any CPLR §3213 proceeding (other

than the defense of full payment of any amount that the Holder seeks to recover), and (iii) any right to object to the sufficiency of

this Debenture as an instrument for the payment of money only within the meaning of CPLR §3213 and agrees not to assert that this

Debenture is not such an instrument. The Company agrees that all amounts due under this Debenture shall be deemed liquidated, unconditional

and immediately due and payable for purposes of CPLR §3213.

(9) If

the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees,

costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection

with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with

the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to

the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation

or enforcement of any rights or remedies of the Holder.

(10) Any

waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach

of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence

to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter

to insist upon strict adherence to that term or any other term of this Debenture. No provision of this Debenture may be waived or amended

other than by a written agreement signed by the parties to this Debenture. No custom or practice of the parties at variance with the terms

hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other

right, power or remedy or to demand strict compliance with the terms of this Debenture.

(11) If

any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any

provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

If it shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws governing usury, the

applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of Interest. The Company

covenants (to the extent that it may lawfully do so) that it shall 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 or other law which would prohibit or forgive the Company from paying

all or any portion of the Principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter

in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so)

hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,

delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power

as though no such law has been enacted.

(12) CERTAIN

DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(a) “Applicable

Price” shall have the meaning set forth in Section (3)(f).

(b) “Approved

Stock Plan” means any employee benefit plan or share incentive plan which has been approved by the Board of Directors of the

Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to

the Company.

means Bloomberg Financial Markets (or if not available, a similar service provider of national recognized standing).

(d) “Business

Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day

on which banking institutions in the State of New York are authorized or required by law or other government action to close.

(e) “Buy-In”

shall have the meaning set forth in Section (3)(b)(ii).

(f) “Buy-In

Price” shall have the meaning set forth in Section (3)(b)(ii).

(g) “Change

of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or

“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal

or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting power

of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of

the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more

than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member of the

board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the date hereof

(or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was

approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or

sale of fifty percent (50%) or more of the assets of the Company or any Subsidiary of the Company in one or a series of related transactions

with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound,

providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned Subsidiary shall be deemed a Change

of Control Transaction under this provision.

(h) “Closing

Price” means the price per share in the last reported trade of the Common Shares on a Principal Market or on the exchange which

the Common Shares is then listed as quoted by Bloomberg.

(i) “Commission”

means the Securities and Exchange Commission.

(j) “Common

Shares” means the shares of common stock, par value $0.01, of the Company and stock of any other class into which such shares

may hereafter be changed or reclassified.

(k) “Conversion

Amount” means the portion of the Principal, Interest, or other amounts outstanding under this Debenture to be converted, redeemed

or otherwise with respect to which this determination is being made.

(l) “Conversion

Date” shall have the meaning set forth in Section (3)(b)(i).

(m) “Conversion

Failure” shall have the meaning set forth in Section (3)(b)(ii).

(n) “Conversion

Notice” shall have the meaning set forth in Section (3)(b)(i).

(o) “Convertible

Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for Common Shares.

(p) “Dilutive

Issuance” shall have the meaning set forth in Section (3)(f).

(q) “Exchange

Act” means the Securities Exchange Act of 1934, as amended.

(r) “Excluded

Securities” means any Common Shares issued or issuable or deemed to be issued by the Company: (i) under any Approved Stock Plan,

(ii) upon conversion of any of the Debentures issued pursuant to the Securities Purchase Agreement (including the Debentures and Other

Debentures and the Common Shares issued in connection with this Debenture and any of the Other Debentures and the Warrants and the Common

Shares in connection with the exercise of the Warrants); (iii) upon conversion, exercise or exchange of any Options or Convertible Securities

which are outstanding on the day immediately preceding the date of the Securities Purchase Agreement; provided, that such issuance of

Common Shares upon exercise of such Options or Convertible Securities is made pursuant to the terms of such Options or Convertible Securities

in effect on such date and such Options or Convertible Securities are not amended, modified or changed on or after such date, (iv) upon

a stock split, reverse stock split, distribution of bonus shares, combination or other recapitalization events, or (v) pursuant to or

in connection with the SEPA.

(s) “Fixed

Price” means $5.00 per Common Share.

(t) “Floor

Price” solely with respect to the Variable Price, shall mean $0.702 per Common Share.

(u) “Fundamental

Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into

another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary of the

Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one

or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant

to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4) the

Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively

converted into or exchanged for other securities, cash or property.

(v) “Installment

Amount” shall have the meaning set forth in Section (1)(c).

(w) “Installment

Date” shall have the meaning set forth in Section (1)(c).

(x) “Installment

Principal Amount” shall have the meaning set forth in Section (1)(c).

(y) “New

Issuance Price” shall have the meaning set forth in Section (3)(f).

(z) “Optional

Redemption” shall have the meaning set forth in Section (1)(d).

(aa) “Options”

means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.

(bb) “Other

Debentures” means any other debentures issued pursuant to the Securities Purchase Agreement and any other debentures, notes,

or other instruments issued in exchange, replacement, or modification of the foregoing.

(cc) “Payment

Premium” means 2% of the Principal amount being paid.

(dd) “Periodic

Reports” shall mean all of the Company’s reports required to be filed by the Company with the Commission under applicable

laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 10-K), quarterly reports (on Form

10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this Debenture; provided that all such

Periodic Reports shall include, when filed, all information, financial statements, audit reports (when applicable) and other information

required to be included in such Periodic Reports in compliance with all applicable laws and regulations.

(ee) “Person”

means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof

or a governmental agency.

(ff) “Principal

Market” means the Nasdaq Global Market; provided however, that in the event the Company’s Common Shares are ever listed

or traded on any of the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, or the Nasdaq Global Select Market, or

such successor thereto, the “Principal Market” shall mean that market on which the Common Shares are then listed or traded

(gg) “Redemption

Amount” shall have the meaning set forth in Section (1)(d).

(hh) “Redemption

Notice” shall have the meaning set forth in Section (1)(d).

(ii) “Redemption

Premium” means 5% of the Principal amount being paid.

(jj) “Registration

Rights Agreement” has the meaning given such term in the Securities Purchase Agreement.

(kk) “Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering

among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

(ll) “Securities

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

(mm) “SEPA”

means the Standby Equity Purchase Agreement, dated July 25, 2025 (as amended by Amendment No. 1 dated January 19, 2026, and as may be

further amended, restated, supplemented or otherwise modified from time to time), between the Company and the YA II PN, Ltd., as the Investor.

(nn) “Share

Delivery Date” shall have the meaning set forth in Section (3)(b)(i).

(oo) “Subsidiary”

shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority

of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration

of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”

(pp) “Trading

Day” means a day on which the Common Shares are quoted or traded on a Principal Market on which the Common Shares are then quoted

or listed; provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall mean a Business Day.

(qq) “Transaction

Document” has the meaning given such term in the Securities Purchase Agreement.

(rr) “Underlying

Shares” means the Common Shares issuable upon conversion of this Debenture in accordance with the terms hereof.

(ss) “Variable

Price” mean 90% of the lowest daily VWAP during the 10 consecutive Trading Days immediately preceding the Conversion Date, but

which Variable Price shall not be lower than the Floor Price.

(tt) “VWAP”

shall mean for any Trading Day, the volume weighted average price of the Common Shares on the Principal Market, for such Trading Day as

reported by Bloomberg L.P. through its “HP” function.

[Signature Page Follows]

IN WITNESS WHEREOF, the

Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

COMPANY:

VISIONWAVE HOLDINGS, INC.

By:

Name: Douglas Davis

Title: Chief Executive Officer

EXHIBIT I

CONVERSION NOTICE

(To be executed by the Holder in order to Convert

the Debenture)

TO: VISIONWAVE HOLDINGS, INC.

Via Email:

The undersigned hereby irrevocably

elects to convert a portion of the outstanding and unpaid Conversion Amount of Debenture No. VWAV-4 into Common Shares of VISIONWAVE

HOLDINGS, INC., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:

Principal Amount to be Converted:

Accrued Interest to be Converted:

Total Conversion Amount to be converted:

Fixed Price or Variable Price (if applicable):

Number of Common Shares to be issued:

Please issue the Common Shares in the following name and deliver them to the following account:

Issue to:

Broker DTC Participant Code:

Account Number:

Authorized Signature:

Name:

Title:

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: e7792_ex4-2.htm · Sequence: 3

EXHIBIT 4.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES

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

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

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

AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)

UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

VISIONWAVE HOLDINGS, INC.

Warrant To

Purchase Common Shares

Warrant No.: VWAV-2

Number of Common Shares: 1,800,000

Date of Issuance: July 20, 2026 (“Issuance Date”)

VISIONWAVE HOLDINGS, 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 registered holder hereof or its permitted

assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise

Price (as defined below) then in effect, at any time or times on or after the date hereof, but not after 11:59 p.m., New York time, on

the Expiration Date, (as defined below), 1,800,000 fully paid nonassessable Common Shares, subject to adjustment as provided herein (the

“Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Shares

(including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”),

shall have the meanings set forth in Section 16. This Warrant is issued pursuant to that certain Securities Purchase Agreement, dated

July 20, 2026 (the “Agreement Date”), among the Company and the purchasers signatory thereto (the “Agreement”).

Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Agreement.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise.

Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may

be exercised by the Holder at any time or times on or after the Issuance Date, in whole or in part, by (i) delivery of a written

notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to

exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number

of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer

of immediately available funds, or (B) if after the 6 month anniversary of the Agreement Date, a Registration Statement covering the resale

of the Warrant Shares is not available for the resale by the Holder of such Warrant Shares, then by notifying the Company that this Warrant

is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). No ink-original Exercise Notice shall be required, nor

shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. The Holder shall not be

required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with

respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new

Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following

the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation

of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or

before the earlier of (i) the first (1st) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement

Period, in each case, following the date on which the Holder delivers the Exercise Notice to the Company, so long as the Holder delivers

the Aggregate Exercise Price,

or notice of a Cashless Exercise, on or prior to the Trading Day following the date on which the Company

has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not

been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price, or notice of a Cashless

Exercise, is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)

Fast Automated Securities Transfer Program and (A) the Warrant Shares are subject to an effective resale registration statement in favor

of the Holder or (B) if exercised via a Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares

by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s

or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is

not participating in the DTC Fast Automated Securities Transfer Program or (A) the Warrant Shares are not subject to an effective resale

registration statement in favor of the Holder and (B) if exercised via a Cashless Exercise, at a time when Rule 144 would not be available

for resale of the Warrant Shares by the Holder, deliver to the Holder, book entry statements evidencing the Warrant Shares, for the number

of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses

of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise

Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to

which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or

the date of delivery of the book entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in

connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for

exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and

in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section

7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant,

less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon

the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company

shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

In addition to any other rights or remedies of the Holder hereunder, if the Company fails for any reason to deliver to the Holder the

Warrant Shares subject to an Exercise Notice by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages

and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common Shares

on the date of the applicable Exercise Notice), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day

after the Share Delivery Date) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or Holder rescinds

such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains

outstanding and exercisable.

(b) Exercise Price. For

purposes of this Warrant, “Exercise Price” means $5.00 per share, subject to adjustment as provided herein.

to Timely Deliver Securities. If the Company shall fail to cause its transfer agent to transmit to the Holder on or prior to the Share

Delivery Date, Warrant Shares pursuant to an exercise notice delivered by the Holder and if after such date the Holder is required by

its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Shares

to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a

“Buy-In”), then the Company shall (a) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying

(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times

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

reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such

exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would have been issued had the Company timely

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

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

such purchase obligation of $10,000, under clause (a) of the immediately preceding sentence the Company shall be required to pay the Holder

$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and

evidence of the amount of such loss. 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 Common Shares upon the exercise of this Warrant as required pursuant to the terms hereof.

(d) Cashless Exercise.

Notwithstanding anything contained herein to the contrary, if any time after the 6 month anniversary of the Agreement Date, a Registration

Statement covering the resale of the Warrant Shares is not available for the resale of such Warrant Shares, the Holder may, in its sole

discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the

Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”

of Common Shares determined according to the following formula (a “Cashless Exercise”):

Net Number =

(A x B) - (A x C)

For purposes of the foregoing formula:

A= the total number of shares

with respect to which this Warrant is then being exercised.

B= as applicable: (i) the

Weighted Average Price of the Common Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice if such

Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed

and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined

in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Weighted Average Price of

the Common Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is executed

and delivered during “regular trading hours” on a Trading Day pursuant to Section 1(a) hereof or (iii) the Weighted Average

Price of the Common Shares on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such

Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours”

on such Trading Day;

C= the Exercise Price then

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

If Common Shares are issued pursuant to this Section

1(d), the Company hereby acknowledges and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired

by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally

issued. The Company agrees not to take any position contrary to this Section 1(d).

(e) Disputes. In the case

of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly

issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12.

(f) Beneficial Ownership Limitations

on Exercises. Notwithstanding anything to the contrary contained 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 that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively

would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of Common Shares outstanding immediately

after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned

by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution

Parties plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence

is being made,

but shall exclude the number of Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion

of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised

or unconverted portion of any other securities of the Company beneficially owned by the Holder or any other Attribution Party subject

to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f),

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

Act”). For purposes of this Warrant, in determining the number of outstanding Common Shares the Holder may acquire upon the

exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected

in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on form 10-Q, Current Report on Form 8-K or other

public filing with the Securities and Exchange Commission (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 setting forth the number of Common Shares

outstanding (the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request

of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number

of Common Shares then outstanding. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict

conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which

may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or

supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived

and shall apply to a successor holder of this Warrant.

(g) Insufficient Authorized

Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved

Common Shares to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of Common Shares equal

to 100% of the number of Common Shares as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding

without regard to any limitation on exercise included herein (the “Required Reserve Amount” and the failure to have

such sufficient number of authorized and unreserved Common Shares, an “Authorized Share Failure”), then the Company

shall immediately take all action necessary to increase the Company’s authorized Common Shares to an amount sufficient to allow

the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing

sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60)

days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an

increase in the number of authorized Common Shares. In connection with such meeting, the Company shall provide each shareholder with a

proxy statement and shall use its commercially reasonable efforts to solicit its shareholders’ approval of such increase in authorized

Common Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal. Notwithstanding the

foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the approval of holders of a majority of the

Common Shares voting at a general meeting to approve the increase in the number of authorized Common Shares, the Company may satisfy this

obligation by obtaining such approval.

(h) Compliance with Rules of

Principal Market. Notwithstanding anything to the contrary herein, the Company shall not issue any Common Shares under this Warrant

to the extent (but only to the extent) that after giving effect to such issuance the aggregate number of Common Shares issued under this

Warrant would exceed 19.99% of the aggregate number of Common Shares issued and outstanding as of the Agreement Date, which number shall

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

that may be aggregated with the transactions contemplated the Agreement under the applicable rules of the rules or regulations of the

Nasdaq Stock Market LLC (the “Nasdaq”) (such maximum number of shares, the “Exchange Cap”) unless

the Company’s stockholders have approved the issuance of Common Shares pursuant to this Warrant in excess of the Exchange Cap in

accordance with the applicable rules of the Nasdaq.

2. ADJUSTMENT OF EXERCISE PRICE

AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Adjustment Upon Issuance

of Common Shares. If and whenever on or after the Issuance Date, the Company issues or sells, or in accordance with this Section 2

is deemed to have issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the account

of the Company, but excluding Common Shares deemed to have been issued or sold by the Company in connection with any Excluded Securities)

for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”)

equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive

Issuance”), then immediately after and subject to the consummation of such Dilutive Issuance, the Exercise Price then in effect

shall be reduced to an amount equal to the New Issuance Price. For purposes of determining the adjusted Exercise Price under this Section

2(a), the following shall be applicable:

(i) Issuance of Options.

If the Company in any manner grants or sells any Options and the lowest price per share for which one Common Share is issuable upon the

exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such

Option is less than the Applicable Price, then such Common Share shall be deemed to be outstanding and to have been issued and sold by

the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 2(a)(i), the “lowest

price per share for which one Common Share is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of

any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration

(if any) received or receivable by the Company with respect to any one Common Share, upon exercise of the Option and upon conversion,

exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company

with respect to such one Common Share, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security

issuable upon exercise of such Option. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common

Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Shares upon conversion,

exercise or exchange of such Convertible Securities.

(ii) Issuance of Convertible

Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one Common

Share is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such Common Share shall be

deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities

for such price per share. For the purposes of this Section 2(a)(ii), the “lowest price per share for which one Common Share is issuable

upon the conversion, exercise or exchange thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received

or receivable by the Company with respect to any one Common Share upon the issuance or sale of the Convertible Security and upon conversion,

exercise or exchange of such Convertible Security (if any) less any consideration paid or payable by the Company to holders of such Convertible

Security with respect to such one Common Share upon the issuance or sale of such Convertible Security and upon conversion, exercise or

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

Shares upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities

is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this

Section 2(a), no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

(iii) Change in Option

Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable upon

the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible

into or exercisable or exchangeable for Common Shares increases or decreases at any time, the Exercise Price in effect at the time of

such increase or decrease shall be adjusted to an exercise price, which would have been in effect at such time had such Options or Convertible

Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate,

as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(a)(iii), if the terms of any Option

or Convertible Security that was outstanding as of the Agreement Date are increased or decreased in the manner described in the immediately

preceding sentence, then such Option or Convertible Security and the Common Shares deemed issuable upon exercise, conversion or exchange

thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(a) shall

be made if such adjustment would result in an increase of the Exercise Price then in effect.

(iv) Calculation of

Consideration Received. In case any Option is issued in connection with the issue or sale of Common Shares or any other securities

of the Company, together comprising one integrated transaction, each security issued will be deemed to have been issued for its relative

fair value in relation to the aggregate consideration received by the Company. The relative fair value of such securities will be determined

jointly by the Company and the Holder following the closing of the Dilutive Issuance. If such parties are unable to reach agreement within

ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such

consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by

an independent,

reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final

and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. If any Common

Shares, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received

by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in

which case the amount of consideration received by the Company will be the Closing Sale Price of such publicly traded securities on the

date of receipt of such publicly traded securities. If any Common Shares, Options or Convertible Securities are issued to the owners of

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

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

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

traded securities will be determined jointly by the Company and the Holder following the closing of the Dilutive Issuance. If such parties

are unable to reach agreement within ten (10) days after the Valuation Event, the fair value of such consideration will be determined

within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser

jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent

manifest error and the fees and expenses of such appraiser shall be borne by the Company. Notwithstanding anything to the contrary contained

herein, if a calculation pursuant to this Section 2(a)(iv) would result in an Exercise Price that is lower than the par value of the Common

Shares, then the Exercise Price shall be deemed to equal the par value of the Common Shares.

(b) Voluntary Adjustment By

Company. The Company may at any time during the term of this Warrant, with the prior written consent of the Holder, 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.

or Combination of Common Shares. If the Company at any time on or after the Agreement Date subdivides (by any stock split, stock dividend,

recapitalization or otherwise) one or more classes of its outstanding Common Shares into a greater number of shares, the Exercise Price

in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately

increased. If the Company at any time on or after the Agreement Date combines (by combination, reverse stock split or otherwise) one or

more classes of its outstanding Common Shares into a smaller number of shares, the Exercise Price in effect immediately prior to such

combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under

this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. In

each case, the aggregate exercise price and aggregate interest of the Holder in the Company, on a fully diluted basis, will remain the

same as before such adjustment.

(d) Other Events. If any

event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including,

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

Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares, as mutually determined

by the Company’s Board of Directors and the Holder, so as to protect the rights of the Holder; provided that no such adjustment

pursuant to this Section 2(d) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant

to this Section 2 and provided, further, that the adjustment pursuant to this Section 2(e) shall be of a technical nature and does not

result in a change in the fair value of this Warrant immediately prior to and after the event.

3. RIGHTS UPON DISTRIBUTION

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

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

or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon complete exercise of

this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum

Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as

of which the record holders of Common Shares are to be determined for the participation in such Distribution provided, however,

that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage,

then the Holder shall not be entitled to participate in such Distribution to such extent (and

shall not be entitled to beneficial ownership of such Common Shares as a result of such Distribution (and beneficial ownership) to such

extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times as its right

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

Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution

held similarly in abeyance) to the same extent as if there had been no such limitation). To the extent that this Warrant has not been

partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the

benefit of the Holder until the Holder has exercised this Warrant. It is clarified that in such a case the Holder of the Warrant will

not be entitled to any further adjustment to the Exercise Price hereunder beyond Holder’s entitlement to participate in such Distribution.

4. PURCHASE RIGHTS; FUNDAMENTAL

TRANSACTIONS.

(a) Purchase Rights. In

addition to any adjustments pursuant to Section 2 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 Shares (the

“Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights,

the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Common Shares acquirable upon

complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,

the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,

or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the grant, issue or

sale of such Purchase Rights provided, however, that to the extent that the Holder’s right to participate in any such

Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not

be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Common Shares

as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in

abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted,

issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if

there had been no such limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such

Purchase Rights, such portion of the Purchase Rights shall be held in abeyance for the benefit of the Holder until the Holder has exercised

this Warrant. It is clarified that in such a case the Holder of the Warrant will not be entitled to any further adjustment to the Exercise

Price hereunder beyond Holder’s entitlement to participate in such Purchase Right.

(b) Fundamental Transactions.

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

Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant to written

agreements in form and substance satisfactory to the Holder, including agreements, if so requested by the Holder, to deliver to the Holder

in exchange for the Warrant (or any part thereof) a security of the Successor Entity evidenced by a written instrument substantially similar

in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the Common Shares

reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent

to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this

Warrant) prior to such Fundamental Transaction, and satisfactory to the Holder, and with an exercise price which applies the exercise

price hereunder to such shares of capital stock (but taking into account the relative value of the Common Shares pursuant to such Fundamental

Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise

price being for the purpose of protecting the economic value of this Warrant immediately prior to the occurrence or consummation of such

Fundamental Transaction). Any security issuable or potentially issuable to the Holder pursuant to the terms of this Warrant on the consummation

of a Fundamental Transaction that was within the Company’s control to enter into or to avoid shall be registered and freely tradable

by the Holder without any restriction or limitation or the requirement to be subject to any holding period pursuant to any applicable

securities laws. No later than (i) thirty (30) days prior to the occurrence or consummation of any

Fundamental Transaction or (ii) if later, the first Trading Day following the date the Company first becomes aware of the occurrence or

potential occurrence of a Fundamental Transaction, the Company shall deliver written notice thereof via facsimile or electronic mail and

overnight courier to the Holder. Upon the occurrence or consummation of any Fundamental Transaction that was within the Company’s

control to enter into or to avoid, it shall be a required condition to the occurrence or consummation of any Fundamental Transaction that,

the Company and the Successor Entity or Successor Entities, jointly and severally,

shall succeed to, and the Company shall cause any Successor

Entity or Successor Entities to jointly and severally succeed to, and be added to the term “Company” under this Warrant (so

that from and after the date of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and

the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and

shall assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor

Entity or Successor Entities, jointly and severally, had been named as the Company in this Warrant, and, solely at the request of the

Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for

trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange

for this Warrant a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar

in form and substance to this Warrant and exercisable for a corresponding number of shares of capital stock of the Successor Entity and/or

Successor Entities (the “Successor Capital Stock”) equivalent to the Common Shares acquirable and receivable upon exercise

of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction (such corresponding

number of shares of Successor Capital Stock to be delivered to the Holder shall be equal to the greater of (A) the quotient of (i) the

aggregate dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”),

in such Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been

executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive

agreement, as determined in accordance with Section 2 with the term “Non-Cash Consideration” being substituted for the term

“Exercise Price”) that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or

the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised

immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such

Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) (the “Aggregate Consideration”)

divided by (ii) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation

or occurrence of the Fundamental Transaction and (B) the product of (i) the quotient obtained by dividing (x) the Aggregate Consideration,

by (y) the Closing Sale Price of the Common Shares on the Trading Day immediately prior to the consummation or occurrence of the Fundamental

Transaction and (ii) the highest exchange ratio pursuant to which any shareholder of the Company may exchange Common Shares for Successor

Capital Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded

common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the

Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled

to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such

consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its

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

the Holder shall be delivered such shares to the extent as if there had been no such limitation), and , and with an identical exercise

price to the Exercise Price hereunder (such adjustments to the number of shares of capital stock and such exercise price being for the

purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Warrant that was

in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its

option). Upon occurrence or consummation of the Fundamental Transaction that was within the Company’s control to enter into or to

avoid, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the

Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant

at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, Common

Shares, Successor Capital Stock or, in lieu of the Common Shares or Successor Capital Stock (or other securities, cash, assets or other

property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction), such shares of stock, securities, cash,

assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification

may continue to be Common Shares, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction

or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction,

had this Warrant been

exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting

in such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the

provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation

of any Fundamental Transaction that was within the Company’s control to enter into or to avoid, pursuant to which holders of Common

Shares are entitled to receive securities, cash, assets or other property with respect to or in exchange for Common Shares (a “Corporate

Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities

shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will

thereafter have the right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event,

Common Shares or Successor Capital Stock or, if so elected by the Holder, in lieu of the Common Shares (or other securities, cash, assets

or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable

under Sections 3 and 4(a), which shall continue to be receivable on the Common Shares or on the such shares of stock, securities, cash,

assets or any other property otherwise receivable with respect to or in exchange for Common Shares), such shares of stock, securities,

cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any Common Shares) which

the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility

or other determination date for the event resulting in such Corporate Event, had this Warrant been exercised immediately prior to such

Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard

to any limitations on exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably

satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions

and Corporate Events.

5. NON-CIRCUMVENTION. The

Company hereby covenants and agrees that the Company will not, by amendment of its Amended and Restated Articles of Association, or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times

in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.

Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common Shares receivable

upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or

appropriate in order that the Company may validly and legally issue fully paid and nonassessable Common Shares upon the exercise of this

Warrant, and (iii) shall, so long as the Warrant is outstanding (and remains exercisable in exchange for any Warrant Shares), take all

action necessary to reserve and keep available out of its authorized and unissued Common Shares, solely for the purpose of effecting the

exercise of the Warrant, 100% of the number of Common Shares as shall from time to time be necessary to effect the exercise of the Warrant

then outstanding (without regard to any limitations on exercise).

6. WARRANT HOLDER NOT DEEMED

A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of

this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,

nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder

of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action

(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice

of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such

Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed

as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder

of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the

Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally,

contemporaneously with the giving thereof to the shareholders.

7. REISSUANCE OF WARRANTS.

(a) Transfer of Warrant.

If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue

and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing

the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares

then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right

to purchase the number of Warrant Shares not being transferred.

(b) Lost, Stolen or Mutilated

Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation

of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary

form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder

a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new

Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares

then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is

designated by the Holder at the time of such surrender; provided, however, that no Warrant for fractional Warrant Shares

shall be given.

(d) Issuance of New Warrants.

Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor

with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying

this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by

the Holder which, when added to the number of Common Shares underlying the other new Warrants issued in connection with such issuance,

does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face

of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

8. NOTICES. Whenever notice

is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice

provisions of the Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant,

including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing,

the Company shall give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable

detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company

closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Shares, (B) with respect to any grants,

issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders

of Common Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation. To the

extent that any notice provided pursuant to the terms of this Warrant constitutes or contains material, non-public information regarding

the Company or any of the Subsidiaries, the Company shall simultaneously disclose such information by filing a Current Report on Form

8-K with the SEC. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice shall

be definitive and may not be disputed or challenged by the Company.

9. AMENDMENT AND WAIVER.

Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein

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

the Holder. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver

of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant,

if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the

Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited

to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant

hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

10. GOVERNING LAW; JURISDICTION;

JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving

effect to any 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. The Company hereby irrevocably submits to the

exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of

any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably

waives,

and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit,

action or proceeding by the mailing or e-mail of a copy thereof to the Company at the address or email address, as applicable, set forth

for notices in the Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof,

such service to become effective thirty (30) days after the date of such e-mail or mailing, as applicable. Nothing contained herein shall

be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate

to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the

Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment

or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,

A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED

HEREBY.

11. CONSTRUCTION; HEADINGS.

This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the

drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation

of, this Warrant.

12. DISPUTE RESOLUTION.

In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company

shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business Days of receipt

of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree

upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business Days of such disputed determination

or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile or

electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company

and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside

accountant. The Company shall cause at its expense the investment bank 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 ten (10) Business Days from the time it receives the

disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case

may be, shall be binding upon all parties absent demonstrable error.

13. 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 and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive

relief), and nothing herein shall limit the right of the Holder to pursue actual 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.

14. TRANSFER. This Warrant

and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company, subject to

compliance with applicable securities laws.

15. SEVERABILITY. If any

provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,

the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that

it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions

of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

16. CERTAIN DEFINITIONS.

For purposes of this Warrant, the following terms shall have the following meanings:

(a) “1933 Act”

means the Securities Act of 1933, as amended.

(b) “Affiliate”

shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.

means any employee benefit plan or share incentive plan which has been approved by the Board of Directors of the Company, pursuant to

which the Company’s securities may be issued to any employee, officer or director for services provided to the Company.

(d) “Attribution Parties”

means, collectively, the following Persons: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently,

or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any

of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting

or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial

ownership of the Common Shares would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of

Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution

Parties to the Maximum Percentage.

(e) “Bloomberg”

means Bloomberg Financial Markets.

(f) “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.

(g) “Closing Bid Price”

and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade

price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate

on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last

bid price or the last trade price, respectively, of such security prior to 4:00 p.m., New York time, as reported by Bloomberg, or, if

the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last

trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded

as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security

in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price

or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively,

of any market makers for such security as reported on the Pink Open Market. If the Closing Bid Price or the Closing Sale Price cannot

be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the

case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the

Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to

Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification

or other similar transaction during the applicable calculation period.

(h) “Common Shares”

means (i) the Company’s Common Shares, par value $0.01 per share, and (ii) any share capital into which such Common Shares

shall have been changed or any share capital resulting from a reclassification, reorganization or reclassification of such Common Shares.

(i) “Convertible Securities”

means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Shares.

(j) “Eligible Market”

means the Principal Market, The Nasdaq Capital Market, The Nasdaq Global Select Market, The Nasdaq Global Market, or The New York Stock

Exchange, Inc.

(k) “Excluded Securities”

means any Common Shares issued or issuable by the Company: (i) under any Approved Stock Plan, (ii) upon exercise of this Warrant, (iii)

under the Standby Equity Purchase Agreement, dated as of July 25, 2025 (as amended by Amendment No. 1 dated January 19, 2026, and as may

be further amended, restated, supplemented or otherwise modified from time to time), (iv) upon conversion of any convertible debentures

issued pursuant to the Agreement, (v) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding

on the day immediately preceding the Agreement Date; provided, that such issuance of Common Shares upon exercise of such Options

or Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on the date immediately preceding

the Agreement Date and such Options or Convertible Securities are not amended, modified or changed on or after the Agreement Date (vi)

upon a dividend or distribution to all holders of Common Shares (including pursuant to a rights plan) or (vii) upon a stock split, reverse

stock split, distribution of bonus shares, combination or other recapitalization events.

(l) “Expiration Date”

means the date 36 months after the Issuance Date or, if such date falls on a day other than a Business Day or on which trading does not

take place on the Principal Market (a “Holiday”), the next day that is not a Holiday.

(m) “Fundamental Transaction”

means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related

transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity,

or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or

any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii)

make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Shares 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 more than (x) 50%

of the outstanding Common Shares, more than (y) 50% of the outstanding Common Shares calculated as if any Common Shares held by all Subject

Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were

not outstanding; or (z) such number of Common Shares such that all Subject Entities making or party to, or Affiliated with any Subject

Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3

under the 1934 Act) of at least 50% of the outstanding Common Shares, or (iv) consummate a stock purchase agreement or other business

combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject

Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) more than 50% of the outstanding Common

Shares, (y) more than 50% of the outstanding Common Shares calculated as if any Common Shares held by all the Subject Entities making

or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were

not outstanding; or (z) such number of Common Shares such that the Subject Entities become collectively the beneficial owners (as defined

in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Common Shares, or (v) reorganize, recapitalize or reclassify its

Common Shares, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or

more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial

owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,

conveyance, tender, tender offer, exchange, reduction in outstanding Common Shares, merger, consolidation, business combination, reorganization,

recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever,

of either (x) more than 50% of the aggregate ordinary voting power represented by issued and outstanding Common Shares, (y) more than

50% of the aggregate ordinary voting power represented by issued and outstanding Common Shares not held by all such Subject Entities as

of the Agreement Date calculated as if any Common Shares held by all such Subject Entities were not outstanding, or (z) a percentage of

the aggregate ordinary voting power represented by issued and outstanding Common Shares 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 Common Shares 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 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.

(n) “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.

(o) “Options”

means any rights, warrants or options to subscribe for or purchase (i) Common Shares or (ii) Convertible Securities.

(p) “Parent Entity”

of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose common capital or

equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any other market, exchange or quotation

system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Holder or in the absence

of such designation, such Person or entity with the largest public market capitalization as of the date of consummation of the Fundamental

Transaction.

(q) “Person”

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

any other entity and a government or any department or agency thereof.

(r) “Principal Market”

means any of The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global

Select Market, and any successor to any of the foregoing markets or exchanges.

(s) “Registration Statement”

means a registration statement registering the Warrant Shares under the 1933 Act.

(t) “Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Eligible

Market with respect to the Common Shares as in effect on the date of delivery of the applicable Exercise Notice.

(u) “Subject Entity”

means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(v) “Successor Entity”

means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting from or surviving

any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent Entity) with

which such Fundamental Transaction shall have been entered into.

(w) “Trading Day”

means any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading

market for the Common Shares on such day, then on the principal securities exchange or securities market on which the Common Shares are

then traded.

(x) “Weighted Average

Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market

during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official

open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official

close of trading), as reported by Bloomberg through its “Volume at Price” function 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 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official open

of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of

trading), 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 on the Pink Open Market. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the

foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the

Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute

shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise

Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification

or other similar transaction during the applicable calculation period.

[Signature Page Follows]

IN WITNESS WHEREOF, the

Company has caused this Warrant to Purchase Common Shares to be duly executed as of the Issuance Date set out above.

VISIONWAVE HOLDINGS, INC.

By:

Name:

Douglas Davis

Title:

CEO

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE

THIS

WARRANT TO PURCHASE COMMON SHARES

VISIONWAVE HOLDINGS, INC.

The undersigned holder hereby exercises

the right to purchase _________________ Common Shares (“Warrant Shares”) of VisionWave Holdings, Inc., a Delaware corporation

(the “Company”), evidenced by the attached Warrant to Purchase Common Shares (the “Warrant”). Capitalized

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

1. Form of Exercise Price. The

Holder intends that payment of the Exercise Price shall be made as:

____________ a “Cash

Exercise” with respect to _________________ Warrant Shares; and/or

____________ a

“Cashless Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of the Company

to the Holder of __________ Common Shares representing the applicable Net Number.

2. Payment of Exercise Price. In

the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto,

the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the

Warrant.

3. Delivery of Warrant Shares.

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

Date: _______________ __, ______

Name of Registered Holder

By:

Name:

Title:

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7792_ex10-1.htm · Sequence: 4

EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT

(this “Agreement”), dated as of July 20, 2026, is between VISIONWAVE HOLDINGS, INC., a company incorporated

under the laws of the

State of Delaware, with principal executive offices located

at 300 Delaware Avenue, Wilmington, Delaware 19801 (the “Company”), and each of the investors listed on the

Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

WITNESSETH

WHEREAS, the Company and

each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures (as defined

below) pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”) and/or Rule 506 of Regulation D (“Regulation D”) promulgated by the U.S. Securities and Exchange

Commission (the “SEC”) thereunder;

WHEREAS, the parties desire

that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein,

and the Buyer(s) shall purchase convertible debentures in the form attached hereto as “Exhibit A” (the “Convertible

Debentures”) in the aggregate principal amount of up to $15,000,000 (the “Subscription Amount”), which shall

be convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”) (as

converted, the “Conversion Shares”), of which $10,000,000 shall be purchased upon the signing this Agreement (the “First

Closing”), and $5,000,000 shall be purchased on or about the date the Registration Statement has first been declared effective

by the SEC (the “Second Closing”) (individually referred to as a “Closing” and collectively referred

to as the “Closings”), at a purchase price equal to 85% of the Subscription Amount (the “Purchase Price”)

in the respective amounts set forth opposite each Buyer(s) name on Schedule I to this Agreement;

WHEREAS, at the First Closing

the Company shall issue to the Buyer(s) warrants in the form attached hereto as “Exhibit B” (collectively, the “Warrants”)

which shall exercisable into an aggregate of 1,800,000 Common Shares (the “Warrant Shares”) in the respective amounts

set forth opposite each Buyer(s) name on Schedule I;

WHEREAS, on or before the

First Closing Date (as defined in Section 1(c) below), the parties hereto are executing and delivering a Registration Rights Agreement

(the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights

under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws;

WHEREAS, on or before the

First Closing Date, the Company is delivering Irrevocable Transfer Agent Instructions (the “Irrevocable Transfer Agent Instructions”)

to its transfer agent in the form attached hereto as “Exhibit C;” and

WHEREAS, on or before the

First Closing Date, each subsidiary of the Company shall enter into a global guaranty agreement (the “Global Guaranty”)]

in favor of the Buyer;

WHEREAS, the

Convertible Debentures, the Conversion Shares,

the Warrants, and the Warrant Shares are collectively

referred to herein as the “Securities.”

AGREEMENT

NOW, THEREFORE, in consideration

of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of

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

1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES AND WARRANTS.

(a) Purchase

of Convertible Debentures. Subject to the satisfaction (or waiver in accordance with the

terms of Section 9(k)) of the conditions set forth

in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer

severally, but not jointly, agrees to purchase

from the Company at each Closing, Convertible Debentures with principal amount corresponding to the

Subscription Amount set forth opposite each Buyer’s name on Schedule I attached hereto and at the First Closing, Warrants in the

amount set forth opposite each Buyer’s name on the Schedule of Buyers attached as Schedule I hereto.

(b) Closing

Dates. Each Closing shall occur remotely by

conference call and electronic delivery of documentation. The date and time of each Closing shall be as follows: (i) the First Closing

shall be 10:00 a.m.,

New York time, on the first Business Day

after the date when the conditions to the Closing

set forth in Sections 6 and 7 below are satisfied or

waived (in accordance with the terms of Section 9(k)) (or such other date

as is mutually agreed to by the

Company and each Buyer) (the “First Closing Date”), and (iii) the Second

Closing shall be 10:00 a.m., New York time, on the first Business Day after the Registration Statement is first declared effective by

the SEC, provided the conditions to the Closing

set forth in Sections 6 and 7 below are satisfied or

waived (in accordance with the terms of Section 9(k)) (or such other date

as is mutually agreed to by the

Company and each Buyer) (the “Second Closing Date” and collectively with the First Closing Date, the “Closing

Dates”). As used herein “Business

Day” means any day other

than a Saturday, Sunday or other

day on which commercial banks

in New York, New York are authorized

or required by law to remain closed.

of Payment; Deliveries. Subject to the satisfaction (or waiver in accordance with the terms

of Section 9(k)) of the terms and conditions of this Agreement, on each Closing Date, (i) the Buyers shall deliver to the Company,

in immediately available funds to a bank account designated in writing by the Company, the Purchase Price for the Convertible Debentures

to be issued and sold to such Buyer at such Closing, minus any fees or expenses to be paid directly from the proceeds of such Closing

as set forth herein, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer is purchasing at such

Closing with a principal amount corresponding with the Subscription Amount set forth opposite each

Buyer’s name on Schedule of Buyers attached as Schedule I hereto, duly executed on behalf of the Company and in respect of

the First Closing, Warrants in the amount set forth opposite each Buyer’s named on the Schedule of Buyers attached as Schedule I

attached hereto, duly executed on behalf of the Company.

(d) Maximum

Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Common Shares pursuant to the

transactions contemplated hereby or any other Transaction Documents (as defined below) (including the Conversion Shares and Warrant Shares)

if the issuance of Common Shares would exceed the aggregate number of Common Shares that the Company may issue in this transaction in

compliance with the Company’s obligations under the rules or regulations of the Nasdaq Stock Market LLC (“Nasdaq”)

(the number of shares which may be issued without violating such rules and regulations is [5,513,655] and shall be referred to as 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 rules of the Nasdaq for issuances of Common Shares 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 Buyers. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and not jointly,

represents and warrants to the Company with respect to only itself that, as of the date hereof and as of each Closing Date:

(a) Investment

Purpose. The Buyer is acquiring the Securities for its own account for investment purposes and not with a view towards, or for resale

in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration

requirements of the Securities Act; provided, however, that by making the representations herein, such Buyer does not agree, or make any

representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of

the Securities at any time in accordance with, or pursuant to, a registration statement covering such Securities or an available exemption

under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as

defined below) to distribute any of the Securities in violation of applicable securities laws. As used herein, “Person”

means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental

or political subdivision thereof or a governmental agency

(b) Accredited

Investor Status. The Buyer is an “Accredited Investor” of the type described under Rule 501(a)(3) of Regulation D.

on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth

and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire

the Securities.

(d) Information.

The Buyer and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations

of the Company and information the Buyer deemed material to making an informed investment decision regarding its purchase of the Securities,

which have been requested by such Buyer. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the

Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors,

if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and

warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a high degree of risk. The

Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect

to its acquisition of the Securities.

(e) Transfer

or Resale. The Buyer understands that: (i) the Securities have not been registered under the Securities Act or any state securities

laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall

have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned

or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) such Buyer provides

the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned

or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule

144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance

on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities

under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that

term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations

of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other

loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment

of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof

or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation,

this Section 2(e).

(f) Legends.

The Buyer agrees to the imprinting, so long as its required by this Section 2(f), of a restrictive legend on the Securities in substantially

the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

[AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE

STATE SECURITIES LAWS. THE SECURITIES [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT

PURPOSES AND NOT WITH A VIEW TOWARD RESALE 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 GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING

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

BY THE SECURITIES.

Certificates evidencing the Conversion Shares or the

Warrant Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the resale

of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares or Warrant Shares pursuant to

Rule 144, (iii) if such Conversion Shares or Warrant Shares are eligible for sale under Rule 144, 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

SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) Trading Days (or such earlier date

as required pursuant to the Exchange Act (as defined below) or other applicable law, rule or regulation for the settlement of a trade

initiated on the date such Buyer delivers such legended certificate representing such securities to the Company) following the delivery

by a Buyer to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such securities (endorsed

or with stock powers attached, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with

any other deliveries from such Buyer as may be required above in this Section 2(f), as directed by such Buyer, either: (A) provided that

the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number

of shares of Common Shares to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC

through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated

Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such securities

that is free from all restrictive and other legends, registered in the name of such Buyer or its designee. The Company shall be responsible

for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities

in accordance herewith. The Buyer agrees that the removal of a restrictive legend from certificates representing Securities as set forth

in this Section 2(f) is predicated upon the Company’s reliance that the Buyer will sell any Securities pursuant to either the registration

requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if

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

(g) Organization;

Authority. Such Buyer is an entity duly organized,

validly existing and in good

standing under the laws

of the jurisdiction of its organization

with the requisite power and authority

to enter into and to consummate the

transactions contemplated by the Transaction

Documents to which it is a party and otherwise

to carry out its

obligations hereunder and thereunder.

(h) Authorization,

Enforcement. The Transaction Documents to which each such Buyer is a party have been duly and

validly authorized, executed and delivered on

behalf of such Buyer and shall constitute the

legal, valid and binding obligations

of such Buyer enforceable against such Buyer

in accordance with their terms, except

as such enforceability may be limited by general

principles of equity or

to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation

and other similar laws relating to,

or affecting generally, the enforcement

of applicable creditors’ rights and remedies.

(i) No

Conflicts. The execution, delivery and performance by

such Buyer of this Agreement and the

consummation by such Buyer of the

transactions contemplated hereby will not (i)

result in a violation of the

organizational documents of such Buyer, (ii) conflict with,

or constitute a default (or an event which

with notice or lapse of time or

both would become a default) under, or give

to others any rights of termination, amendment, acceleration or

cancellation of, any agreement, indenture or instrument to which

such Buyer is a party or (iii) result in

a violation of any law, rule, regulation,

order, judgment or decree (including federal

and state securities laws) applicable to such Buyer, except,

in the case of clauses (ii) and (iii) above,

for such conflicts, defaults, rights or violations

which could not, individually or in the aggregate,

reasonably be expected to have a material adverse

effect on the

ability of such Buyer to perform its

obligations hereunder.

(j) No

General Solicitation. The Buyer is not purchasing or acquiring the Securities as a result of any general solicitation or general advertising

(within the meaning of Regulation D) in connection with the offer or sale of the Securities.

(k) Not

an Affiliate. The Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”

(as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) a “beneficial owner” of more than 10% of the Common

Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth (i) under the

corresponding section of the disclosure schedule (dated as of the date of this Agreement) delivered to the Buyer by the Company on the

date of this Agreement (the “Disclosure Schedule”) which Disclosure Schedule shall be deemed a part hereof and to qualify

any representation or warranty otherwise made herein to the extent of such disclosure, or (ii) in the SEC Documents (as defined below)

that are available on the SEC’s website through the EDGAR system at least one (1) Business Day prior to the date of this Agreement

(unless the context provides otherwise), the Company hereby makes the representations and warranties set forth below to each Buyer:

(a) Organization

and Qualification. The Company and each of

its Subsidiaries are entities duly formed,

validly existing and in good

standing under the laws

of the jurisdiction in which

they are formed, and have the

requisite power and authority to own

their properties and to carry on

their business as now being conducted and as presently proposed to be

conducted. The Company and each of its Subsidiaries

is duly qualified as a foreign entity to do

business and is in good standing in every

jurisdiction in which its

ownership of property or the

nature of the business conducted

by it makes such qualification necessary,

except to the extent

that the failure to be so qualified or

be in good standing would

not reasonably be expected to have a Material

Adverse Effect (as defined below). As used in this

Agreement, “Material Adverse Effect”

means any material adverse effect on (i)

the business, properties, assets, liabilities, operations

(including results thereof), condition (financial or

otherwise) or prospects of the

Company and its Subsidiaries, taken as a

whole, (ii) the transactions contemplated

hereby or in any of the

other Transaction Documents or any other agreements

or instruments to be entered into

by the Company in connection

herewith or therewith or (iii) the

authority or ability of

the Company to perform any of its obligations

under any of the Transaction Documents.

“Subsidiaries” means any Person in which the Company, directly or

indirectly, owns a majority of the

outstanding capital stock having voting power or

holds a majority of the

equity or similar interest of such Person,

and each of the foregoing, is individually

referred to herein as a “Subsidiary.”

(b) Authorization;

Enforcement; Validity. The Company has the

requisite corporate power and authority to

enter into and perform its

obligations under this Agreement and the other

Transaction Documents and to issue the Securities

in accordance with the terms hereof and thereof. The execution

and delivery of this Agreement and the

other Transaction Documents by the Company

and the consummation by the

Company of the transactions contemplated

hereby and thereby (including, without limitation,

the issuance of the

Convertible Debentures, the reservation

for issuance and issuance of the Conversion Shares

issuable upon conversion of the

Convertible Debentures and the issuance of the Warrants, the reservation for issuance and

issuance of the Warrant Shares issuable upon exercise thereof), have been duly

authorized by the Company’s board

of directors and no further filing,

consent or authorization is required by the

Company, its board of directors or

its shareholders or other governmental body. This Agreement has been,

and the other Transaction Documents to which

the Company is a party will be at or prior

to the Closing, duly

executed and delivered by the

Company, and this Agreement constitutes, and the other Transaction Documents to which

the Company is a party, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute

the legal, valid and binding

obligations of the

Company, enforceable against the Company in accordance with

its respective terms, except as such enforceability

may be limited by general principles

of equity or applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation or

similar laws relating to, or

affecting generally, the enforcement of applicable

creditors’ rights and remedies and except as rights to indemnification and to

contribution may be limited by

federal or state securities law. “Transaction Documents” means, collectively,

this Agreement, the Convertible

Debentures, the Registration Rights Agreement, the

Global Guaranty, the Warrant, the Irrevocable Transfer Agent Instructions, each document identified by the Company and the Investor

as a “Transaction Document,” all amendments, waivers, or supplements to any of the foregoing, all certificates and instruments

delivered by the Company to the Investor in connection

with the transactions contemplated hereby and thereby, as each may be

amended from time to time

of Securities. The issuance of the

Securities has been duly authorized and,

upon issuance and payment in accordance with the

terms of the Transaction Documents

the Securities shall be

validly issued, fully paid and nonassessable

and free from all preemptive or

similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of

first refusal, encumbrances, security interests and other

encumbrances (collectively “Liens”)

with respect to the issuance thereof. As

of each Closing Date, the

Company shall have reserved from its

duly authorized capital stock not

less than the Required Reserve Amount (as defined herein). Upon

issuance or conversion in accordance with the Convertible

Debentures, the Conversion Shares, when issued,

will be validly

issued, fully paid and nonassessable and free from

all preemptive or similar rights or Liens

with respect to the issue thereof, with

the holders being entitled to all rights

accorded to a holder of Common Shares. Upon issuance

pursuant to exercise in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable

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

accorded to a holder of Common Shares.

(d)

No Conflicts.

The execution, delivery and performance of the

Transaction Documents by the Company and

the consummation by the

Company of the transactions contemplated

hereby and thereby (including, without limitation,

the issuance of the

Convertible Debentures, the Conversion Shares,

the Warrants, the Warrant Shares, and the reservation for issuance of

the Conversion Shares and Warrant Shares) will

not (i) result in a violation of the

Articles of Incorporation (as defined below),

Bylaws (as defined below), certificate of formation,

memorandum of association, articles of association,

bylaws or other

organizational documents of the Company

or any of its Subsidiaries, or

any capital stock or other

securities of the Company or

any of its Subsidiaries, (ii) conflict with, or

constitute a default under, or give to others

any rights of termination, amendment, acceleration or cancellation

of, any agreement, indenture or instrument to which

the Company or any of its Subsidiaries is

a party, or (iii) result in a violation of

any law, rule, regulation, order, judgment or decree

(including, without limitation,

U.S. federal and state securities laws and regulations,

the securities laws of the

jurisdictions of the Company’s incorporation

or in which it or

its subsidiaries operate and the rules and regulations

of the Nasdaq Capital Market (the “Principal Market,” provided however,

that in the event the Company’s Common Shares are ever listed or traded on any of the New York Stock Exchange, the NYSE American,

the Nasdaq Global Select Market or the Nasdaq Global Market, the “Principal Market” shall mean that market on which the Common

Shares is then listed or traded) and including all applicable

laws, rules and regulations of the jurisdiction

of incorporation of the Company) applicable to the

Company or any of its Subsidiaries or

by which any property or asset of

the Company or any of

its Subsidiaries is bound or affected.

(e) Consents.

The Company is not required to obtain any consent

from, authorization or order of, or

make any filing or registration with (other

than any filings as may be

required by any federal or state securities agencies

and any filings as may be required by

the Principal Market), any Governmental Entity

(as defined below) or any regulatory or

selfregulatory agency or any other Person

in order for it to execute, deliver or perform any of its

obligations under or contemplated by the

Transaction Documents, in each case, in accordance with the terms hereof or

thereof. All consents, authorizations, orders,

filings and registrations which the Company or

any Subsidiary is required to obtain pursuant to the

preceding sentence have been or will

be obtained or

effected on or prior to each Closing

Date, and neither the Company nor

any of its Subsidiaries are aware of any facts or

circumstances which might prevent the Company

or any of its Subsidiaries from

obtaining or effecting any of

the registration, application or

filings contemplated by the Transaction Documents.

The Company is not in violation of

the requirements of the

Principal Market and has no knowledge of

any facts or circumstances which could reasonably

lead to delisting or suspension of the

Common Shares in the foreseeable future. The Company has notified the

Principal Market of the issuance of

all of the Securities hereunder, and the

Principal Market has raised no objection to such notification. “Governmental

Entity” means any nation, state, county, city, town,

village, district, or other political jurisdiction

of any nature, federal, state, local, municipal, foreign, or

other government, governmental or quasigovernmental

authority of any nature (including any governmental

agency, branch, department, official, or entity and

any court or other tribunal), multinational

organization or body; or

body exercising, or entitled to exercise,

any administrative, executive, judicial, legislative,

police, regulatory, or taxing authority

or power of any nature or

instrumentality of any of the

foregoing, including any entity or

enterprise owned or controlled by a government

or a public international

organization or any of the

foregoing.

(f) Acknowledgment

Regarding Buyer’s Purchase of Securities.

The Company acknowledges and agrees that each Buyer

is acting solely in the capacity

of an arm’s length purchaser with

respect to the Transaction Documents and

the transactions contemplated hereby and thereby

and that no Buyer is (i) an officer or director

of the Company or

any of its Subsidiaries, (ii) to its knowledge,

an “affiliate” (as defined in Rule 144

promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule

144”)) of the Company or

any of its Subsidiaries or (iii) to its

knowledge, a “beneficial owner” of

more than 10% of

the Common Shares (as defined for purposes of Rule

13d-3 of the Exchange Act). The Company

further acknowledges that no Buyer (nor any affiliate

of any Buyer) is acting as a financial advisor or

fiduciary of the Company or

any of its Subsidiaries (or in any similar capacity)

with respect to the Transaction Documents

and the transactions contemplated hereby

and thereby, and any advice given by

a Buyer or any of its representatives or

agents in connection with the Transaction Documents

and the transactions contemplated hereby

and thereby is merely incidental to such Buyer’s purchase of

the Securities. The Company further represents to each Buyer

that the Company’s decision to enter

into the Transaction Documents to which

it is a party has been based solely on the independent

evaluation by the Company and its

representatives.

(g) No

Integrated Offering. None

of the Company, its

Subsidiaries or any of their affiliates, nor

any Person acting on their behalf has, directly or indirectly,

made any offers or sales of

any security or solicited any offers to

buy any security, under circumstances that

would cause this offering of

the Securities to require approval of shareholders

of the Company under any applicable

shareholders approval provisions, including, without

limitation, under the rules and regulations

of any exchange or automated quotation system

on which any of

the securities of the

Company are listed or designated for quotation.

None of the Company, its

Subsidiaries, their affiliates nor any Person

acting on their behalf will take

any action or steps that would

cause the offering of any of

the Securities to be integrated with

other offerings of securities of the

Company.

(h) Dilutive

Effect.

The Company understands and acknowledges that

the number of Conversion Shares and Warrant

Shares will increase in certain circumstances. The Company further acknowledges

its obligation to issue the

Conversion Shares upon conversion of the

Convertible Debentures or Warrant Shares upon

exercise of the Warrants in accordance with the terms thereof is, absolute

and unconditional regardless of the

dilutive effect that such issuance may

have on the ownership interests of

other shareholders of the

Company.

(i) Application

of Takeover Protections;

Rights Agreement. The Company and its

board of directors have taken all necessary

action, if any, in order to render inapplicable any

control share acquisition, interested shareholders,

business combination, poison pill (including,

without limitation, any distribution

under a rights agreement), shareholders

rights plan or other similar antitakeover

provision under the Articles of Incorporation,

Bylaws or other organizational

documents or the laws of the

jurisdiction of its incorporation or otherwise which

is or could become applicable

to any Buyer as a result of the

transactions contemplated by this Agreement,

including, without limitation,

the Company’s issuance of the

Securities and any Buyer’s ownership of the

Securities.

(j)

SEC Documents; Financial Statements.

During the two (2) years prior to the

date hereof, the Company has timely filed

all reports, schedules, forms, proxy statements, statements and other

documents required to be filed by

it with the SEC pursuant to the

reporting requirements of the Exchange

Act (all of the foregoing filed prior to

the date hereof and all exhibits

and appendices included therein and financial

statements, notes and schedules thereto and documents

incorporated by reference therein being hereinafter

referred to as the “SEC

Documents”). The Company

has delivered or has made available to the

Buyers or their respective representatives true, correct and complete copies

of each of the SEC

Documents not available

on the EDGAR system. As

of their respective dates, the SEC Documents

complied in all material respects with the requirements of

the Exchange Act or the Securities Act, as applicable and none

of the SEC

Documents, at the time they were filed with

the SEC, contained any untrue statement

of a material fact or omitted to state a material

fact required to be stated therein or necessary

in order to make the statements therein, in the light

of the circumstances under

which they were made, not misleading. As

of their respective dates, the financial statements of

the Company included in the

SEC Documents complied in all material respects

with applicable accounting requirements and the published

rules and regulations of the SEC

with respect thereto as in effect as of

the time of filing. Such financial statements

have been prepared in accordance with generally

accepted accounting principles (“GAAP”),

consistently applied, during

the periods involved (except (i) as may

be otherwise indicated in such financial statements

or the notes thereto, or

(ii) in the case of unaudited

interim statements, to the extent they may

exclude footnotes or may be

condensed or summary statements) and fairly present in all material respects the

financial position of the

Company as of the dates

thereof and the results of its operations and

cash flows for the periods then ended (subject,

in the case of unaudited

statements, to normal yearend audit adjustments which

will not be material, either individually

or in the aggregate). The reserves, if any,

established by the Company or

the lack of reserves, if applicable,

are reasonable based upon facts and circumstances known

by the Company on

the date hereof and there are no

loss contingencies that are required to

be accrued by the

Statement of Financial Accounting Standard

No. 5 of the

Financial Accounting Standards Board which are

not provided for by

the Company in its financial statements

or otherwise. No other

information provided by or on behalf of the Company

to any of the Buyers which

is not included in the SEC

Documents (including, without limitation,

information referred to in Section 2(d) or in the Disclosure Schedule

to this Agreement) contains any untrue

statement of a material fact or omits to state any

material fact necessary in order to make the statements therein not

misleading, in the light of the

circumstance under which they are or

were made. The Company is not currently contemplating

to amend or restate any of the

financial statements (including, without limitation,

any notes or any letter

of the independent accountants of the

Company with respect thereto) included in

the SEC Documents

(the “Financial Statements”),

nor is the Company currently aware of

facts or circumstances which would require

the Company to amend or restate any of

the Financial Statements, in each case, in order for any of

the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed

by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is

any need for the Company to amend or restate any of the Financial Statements.

(k) Absence

of Certain Changes. Since the date

of the Company’s most recent audited financial

statements contained in a Form 10-K,

there has been no Material Adverse Effect, nor any event or occurrence specifically

affecting the Company or its Subsidiaries that would be reasonably expected to result in a Material Adverse Effect. Since the

date of the Company’s most recent

audited financial statements contained in a Form

10-K, neither the

Company nor any of its Subsidiaries has

(i) declared or paid any dividends, (ii) sold any

material assets, individually or in the

aggregate, outside of the ordinary course

of business or (iii) made any material capital

expenditures, individually or in the

aggregate, outside of the ordinary course

of business. Neither the

Company nor any of its Subsidiaries has

taken any steps to seek protection pursuant to any

law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation

or winding up,

nor does the Company or

any Subsidiary have any knowledge or

reason to believe that any of their respective

creditors intend to initiate involuntary

bankruptcy proceedings or any actual knowledge

of any fact which would reasonably lead

a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis,

are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent

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

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

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

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

absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond

their ability to pay as such debts mature; or (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair

saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its

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

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

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

debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage

in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably

small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

(l) No

Undisclosed Events, Liabilities, Developments or Circumstances.

No event, liability, development or circumstance has occurred or

exists, or is reasonably expected to exist

or occur specific to the Company, any of

its Subsidiaries or any of their respective

businesses, properties, liabilities, prospects, operations

(including results thereof) or condition (financial

or otherwise), that (i) would be required to be

disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale

by the Company of its Common Shares and which has not been publicly announced, (ii) could have a material adverse effect on any Buyer’s

investment hereunder or (iii) would reasonably be expected

to have a Material Adverse Effect.

(m) Conduct

of Business; Regulatory

Permits. Neither the

Company nor any of its Subsidiaries is in

violation of any term under

its Articles of Incorporation, any certificate

of designation, preferences or

rights of any other outstanding series of

preferred stock of the

Company or any of its Subsidiaries or

Bylaws or their organizational charter, certificate of formation, memorandum of

association, articles of association, Articles of

Incorporation or certificate of incorporation

or bylaws, respectively. Neither the

Company nor any of its Subsidiaries is in

violation of any judgment,

decree or order or any statute, ordinance,

rule or regulation applicable to the

Company or any of its Subsidiaries, and neither

the Company nor any of

its Subsidiaries will conduct its business

in violation of any of

the foregoing, except in all cases for violations

which would not reasonably be expected to have a

Material Adverse Effect. Without limiting

the generality of the

foregoing, the Company is not in violation

of any of the

rules, regulations or requirements of the

Principal Market and has no knowledge of

any facts or circumstances that could

reasonably lead to delisting or suspension of trading

of the Common Shares by the Principal Market in the

foreseeable future. During the one year

prior to the date hereof, (i) the

Common Shares have been listed or designated for quotation

on the Principal Market, (ii) trading in

the Common Shares has not been suspended by

the SEC or

the Principal Market and (iii) the Company

has received no communication, written or oral,

from the SEC

or the Principal Market regarding the

suspension or delisting of the Common Shares

from the Principal Market, which has not been

publicly disclosed. The Company and each of its Subsidiaries possess all certificates,

authorizations

and permits issued by the appropriate regulatory

authorities necessary to conduct their

respective businesses, except where the failure

to possess such certificates, authorizations or permits would

not reasonably be expected to have, individually

or in the aggregate, a Material Adverse

Effect, and neither the

Company nor any of its Subsidiaries has

received any notice of proceedings relating to

the revocation or modification of

any such certificate, authorization or permit. There is no

agreement, commitment, judgment, injunction, order

or decree binding upon

the Company or any of its Subsidiaries or

to which the Company or any of

its Subsidiaries is a party which has or would

reasonably be expected to have the

effect of prohibiting

or materially impairing any business practice of

the Company or any of

its Subsidiaries, any acquisition of property by

the Company or any of

its Subsidiaries or the conduct of

business by the Company or

any of its Subsidiaries as currently conducted

other than such effects, individually or

in the aggregate, which have

not had and would not reasonably be

expected to have a Material Adverse Effect on

the Company or any of

its Subsidiaries.

(n) Foreign

Corrupt Practices. Neither the Company

nor any of its Subsidiaries nor

any director, officer, agent, employee,

nor any other Person acting

for or on behalf of the Company or

any of its Subsidiaries (individually and

collectively, a “Company Affiliate”) have violated

the U.S. Foreign Corrupt Practices Act or any other

applicable antibribery or anti corruption laws, nor

has any Company Affiliate offered, paid, promised to pay, or

authorized the payment of any money, or

offered, given, promised to give, or

authorized the giving of anything

of value, to any officer, employee or

any other Person acting in an official capacity

for any Governmental Entity to any political party

or official thereof or to any candidate

for political office (individually and

collectively, a “Government Official”) or to any Person under

circumstances where such Company Affiliate knew or was aware of

a high probability that all or

a portion of such money or thing

of value would be

offered, given or promised, directly or

indirectly, to any Government Official, for the purpose, in violation

of applicable law, of: (i) (A) influencing

any act or decision of such Government Official in his/her

official capacity, (B) inducing such Government Official to do

or omit to do any act in violation of

his/her lawful duty, (C) securing any improper advantage, or (D) inducing

such Government Official to influence or affect

any act or decision of any Governmental Entity, or

(ii) assisting the Company or its Subsidiaries

in obtaining or retaining business for or

with, or directing business to,

the Company or its Subsidiaries.

(o) Equity

Capitalization.

(i) Authorized

and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 150,000,000 shares

of common stock, of which, 27,582,069 are issued and outstanding and (B) 10,000,000 shares of preferred stock, none of which are issued

and outstanding. As of the date hereof, the Company has reserved 20,645,833 Common Shares for issuance to parties or Persons other than

the Buyers.

(ii) Valid

Issuance; Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully paid

and nonassessable. Set forth in a Disclosure Schedule to this Agreement is the number of Common Shares that are (A) reserved for issuance

pursuant to Convertible Securities (as defined below) (other than the Convertible Debentures and the Warrants) and (B) that are, as of

the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated based

on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Shares

are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws)

of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued

and outstanding Common Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently

exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on

exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder

for purposes of federal securities laws). “Convertible Securities” means any capital stock or other security of the

Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable

or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including,

without limitation, Common Shares) or any of its Subsidiaries.

(iii) Existing

Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s

shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company

or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character

whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital

stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any

of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries

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

convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries;

(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any

of their securities under the Securities Act (except pursuant to this Agreement); (D) there are no outstanding securities or instruments

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

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

or any of its Subsidiaries; (E) there are no securities or instruments containing antidilution or similar provisions that will be

triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has entered into any Variable Rate Transaction.

(iv) Organizational

Documents. The Company has furnished to the Buyers or filed on EDGAR true, correct and complete copies of the Company’s Articles

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

bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all convertible securities

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

(p) Indebtedness

and Other Contracts. Other than as set forth in a Disclosure Schedule to this Agreement, neither the Company nor any of its Subsidiaries,

(i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing

Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii)

is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract,

agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing

obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in

default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not

result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating

to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material

Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC

Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or

its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse

Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness

for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including,

without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course

of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds

and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations

so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under

any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets

acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the

event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement

which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness

referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right,

contingent

or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person,

even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H)

all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above;

and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,

of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent

of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such

liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability

will be protected (in whole or in part) against loss with respect thereto.

(q) Litigation.

Other than as set forth in a Disclosure Schedule to this Agreement, there is no

action, suit, arbitration, proceeding, inquiry or investigation

before or by the Principal Market, any court,

public board, other Governmental Entity, selfregulatory

organization or body pending or,

to the knowledge of the

Company, threatened against or affecting the Company

or any of its Subsidiaries, the

Common Shares or any of the

Company’s or its Subsidiaries’ officers or

directors, whether of a civil

or criminal nature or otherwise, in their capacities

as such, which would reasonably be expected to

result in a Material Adverse Effect. After reasonable inquiry

of its employees, the Company is not aware

of any event which

might result in or form the

basis for any such action, suit, arbitration, investigation,

inquiry or other proceeding.

Without limitation of the

foregoing, there has not been, and to the

knowledge of the Company, there is not

pending or contemplated, any investigation by

the SEC involving

the Company, any of its Subsidiaries or

any current or former director or

officer of the Company or

any of its Subsidiaries. Neither the

Company nor any of its Subsidiaries is the

subject of any order, writ, judgment, injunction,

decree, determination or award of any Governmental

Entity that would reasonably be

expected to result in a Material Adverse Effect.

(r) Intellectual

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

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

approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor

(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed

to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is set forth in a Disclosure Schedule to this Agreement.

Except as set forth in such Disclosure Schedule, none of the Company’s Intellectual Property Rights have expired or terminated or

have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement.

The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others.

There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened,

against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries

is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings.

The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their

Intellectual Property Rights.

(s) Environmental

Laws. Except, in each case, as would not be reasonably anticipated to have a Material Adverse Effect, the Company and the Subsidiaries

(a) are in compliance with any and all applicable laws relating to the protection of human health and safety, the environment or hazardous

or toxic substances or wastes, pollutants or contaminants, (b) have received and hold all material permits, licenses or other approvals

required of them under all such laws to conduct their respective businesses and (c) are in compliance with all material terms and conditions

of any such permit, license or approval.

(t) Tax

Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other

tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental

assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those

being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods

subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed

to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such

claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297

of the Code. The net operating loss carryforwards (“NOLs”) for United States federal income tax purposes of the consolidated

group of which the Company is the common parent, if any, shall not be adversely effected by the transactions contemplated hereby. The

transactions contemplated hereby do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby

preserving the Company’s ability to utilize such NOLs.

(u) Internal

Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as

such term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and

liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s

general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets

and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure

controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures

designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange

Act, as applicable, is accumulated and communicated to the Company’s management, including its principal executive officer or officers

and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the

Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person

relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of

the Company or any of its Subsidiaries.

(v) Investment

Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”

an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated

person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms

are defined in the Investment Company Act of 1940, as amended.

(w) Insurance.

The Company and each of its Subsidiaries are insured by

insurers of recognized financial responsibility against such losses and risks and in

such amounts as management of the Company believes

to be prudent and customary in the businesses

in which the Company and its Subsidiaries are engaged.

In accordance with the previous sentence, the Company currently maintains no insurance policies. Neither the

Company nor any such Subsidiary has been refused any insurance coverage sought

or applied for, and neither the

Company nor any such Subsidiary has any reason to believe

that it will be unable

to renew its existing insurance coverage as and when

such coverage expires or to obtain similar

coverage from similar insurers as may be necessary

to continue its business at a cost that

would not have a Material Adverse Effect.

(x) Manipulation

of Price.

Neither the Company nor

any of its Subsidiaries has, and, to the

knowledge of the Company, no

Person acting on their behalf has, directly or indirectly,

(i) taken any action designed to cause or

to result in the stabilization or manipulation

of the price of any security of

the Company or any of

its Subsidiaries to facilitate the sale or resale

of any of the

Securities, (ii) sold, bid for,

purchased, or paid any compensation for soliciting

purchases of, any of the Securities, or

(iii) paid or agreed to pay to any Person any compensation for soliciting

another to purchase any other securities

of the Company or

any of its Subsidiaries.

(y) Registration

Eligibility. The Company is eligible

to register the resale of the

Conversion Shares by the Buyers using

Form S-1 or Form S-3 promulgated under

the Securities Act.

(z) Shell

Company Status. The Company is not, and since July 15, 2026 has ceased to be,

an issuer identified in, or

subject to, Rule 144(i).

(aa) Sanctions

Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlled

affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that

is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control

(“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant

sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List

or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), or

(ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with

that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions, the Donetsk People’s Republic

and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).

Neither the Company nor any of its Subsidiaries nor any director, officer or controlled affiliate of the Company or any of its Subsidiaries,

has ever had funds blocked by a United States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.

(bb) Disclosure.

The Company confirms that neither it nor any other

Person acting on its behalf has provided any

of the Buyers or

their agents or counsel with any information that

constitutes or could reasonably be expected to

constitute material, nonpublic information concerning

the Company or any of

its Subsidiaries, other than the

existence of the transactions contemplated

by this Agreement and the other Transaction

Documents. The Company understands and confirms that each of

the Buyers will rely on

the foregoing representations in effecting transactions in securities of

the Company. All disclosures provided

to the Buyers regarding the Company and

its Subsidiaries, their businesses and the

transactions contemplated hereby, including the

schedules to this Agreement, furnished by

or on behalf of the Company or any of

its Subsidiaries, taken as a whole, are

true and correct and does not contain

any untrue statement of a material fact or omit

to state any material fact necessary in order to make the statements made therein, in the

light of the circumstances under

which they were made, not misleading. All

of the written information furnished after

the date hereof by

or on behalf of the Company or any of

its Subsidiaries to each Buyer pursuant to or in

connection with this Agreement and the other Transaction

Documents, taken as a whole, will be

true and correct in all material respects as of the

date on which such information is so provided

and will not contain any untrue statement

of a material fact or omit to state any material

fact necessary in order to make the statements made therein, in the

light of the circumstances under

which they were made, not misleading. No

event or circumstance has occurred or information exists with

respect to the Company or any of

its Subsidiaries or its or their business, properties, liabilities,

prospects, operations (including results thereof) or

conditions (financial or otherwise), which,

under applicable law, rule or regulation, requires public

disclosure at or before the date

hereof or announcement by the Company but

which has not been so publicly disclosed.

All financial projections and forecasts that

have been prepared by or on behalf of the Company

or any of its Subsidiaries and made available

to the Buyers have been prepared in good

faith based upon reasonable assumptions and represented, at the

time each such financial projection or forecast was delivered to each Buyer, the

Company’s best estimate of future financial performance (it being

recognized that such financial projections or forecasts

are not to be viewed as facts and that

the actual results during

the period or periods covered by

any such financial projections or forecasts may differ from

the projected or forecasted results). The

Company acknowledges and agrees that no Buyer makes

or has made any representations or warranties with

respect to the transactions contemplated hereby

other than those specifically set forth in Section

(cc) No

General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in

any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with

the offer or sale of the Securities.

(dd) Private

Placement. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, no registration under

the Securities Act is required for the offer and sale of the Securities by the Company to the Buyers as contemplated hereby. The issuance

and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Market.

(ee)

No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance

on Rule 506(b) under the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors,

any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby,

any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power,

nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time

of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to

any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 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 Buyers a copy of any disclosures provided thereunder.

(ff) Other

Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation

of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.

(gg) 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.

4. COVENANTS.

(a) Form

D and Blue Sky(a) . The Company shall file a Form D with respect to the Securities as required under

Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date,

take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities

for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states

of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the

Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely

make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including,

without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply

with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale

of the Securities to the Buyers.

(b) Reporting

Status. For the period beginning on the date hereof, and ending 6 months after the date on which all the Convertible Debentures and

Warrants are no longer outstanding (the “Reporting Period”), the Company

shall file on a timely basis all reports required to be filed with the SEC

pursuant to the Exchange Act, and the Company

shall not terminate its status as an issuer required to file reports under

the Exchange Act even if the Exchange Act or the

rules and regulations thereunder would no longer

require or otherwise permit such termination.

of Proceeds. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated

herein to repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt.

Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the transactions contemplated herein,

or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the

purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of

such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result

in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this

Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries

has engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time

of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. The Company shall not, without the prior

written consent of the Buyer, loan, invest, transfer or “downstream” any cash proceeds, or assets or property acquired with

cash proceeds from the issuance and sale of the Convertible Debentures to any Subsidiary, unless the Buyer and the Subsidiary enter into

a guarantee in the form of the Global Guaranty.

(d) Listing.

To the extent applicable, the Company shall promptly secure the listing or designation for

quotation (as the case may be) of all of the

Underlying Securities (as defined below) on the Principal Market, and shall use reasonable

efforts to maintain such listing or designation for quotation (as the

case may be) of all Underlying Securities from time to time issuable under

the terms of the Transaction Documents on such Principal Market for the Reporting Period.

Neither the Company nor any of its Subsidiaries

shall take any action which could be reasonably expected to result in the

delisting or suspension of the Common Shares on a Principal Market during the Reporting

Period. The Company shall pay all fees and expenses in connection with satisfying its obligations

under this Section 4(d). “Underlying Securities” means the (i) the

Conversion Shares and the Warrant Shares, and (ii) any common shares of the Company issued

or issuable with respect to the Conversion Shares

or the Warrant Shares, including, without limitation,

(1) as a result of any stock split, stock dividend, recapitalization, exchange or similar

event or otherwise and (2) shares of capital stock of the Company into

which the shares of Common Shares are converted or exchanged without regard to any limitations

on conversion of the Convertible Debentures or the exercise

of the Warrants.

(e) Fees.

The Company shall pay to YA II PN, Ltd, as the lead Buyer, a structuring and due diligence fee (the “Structuring Fee”)

in the amount of $50,000, which shall be deducted from the gross proceeds of the First Closing.

(f) Pledge

of Securities. Notwithstanding anything to the contrary

contained in this Agreement, the Company acknowledges

and agrees that, subject to compliance with applicable federal and state securities laws, the

Securities may be pledged by a Buyer in connection

with a bona fide margin agreement or other loan

or financing arrangement that is secured by the Securities. The Company hereby agrees to execute

and deliver such documentation as a pledgee of the Securities

may reasonably request in connection with a pledge of

the Securities to such pledgee by a Buyer.

(g) Disclosure

of Transactions and Other Material Information.

(i) Disclosure

of Transactions. The Company shall, on or before the first Business Day after the date of this Agreement, file with the SEC a current

report on Form 8-K describing all the material

terms of the transactions contemplated by the Transaction

Documents in the form required by the

Exchange Act and attaching all the material Transaction Documents (including, required

exhibits, the “Current Report”).

From and after the filing of the

Current Report, the Company shall have publicly disclosed all material, nonpublic

information (if any) provided to any of the Buyers by the

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

with the transactions contemplated by the Transaction Documents. In

addition, effective upon the filing of

the Current Report, the Company acknowledges

and agrees that any and all confidentiality or similar obligations with respect to

the transactions contemplated by the Transaction

Documents under any agreement, whether written

or oral, between the Company, any of its Subsidiaries or any of their respective officers,

directors, affiliates, employees or agents, on the one hand, and any of the

Buyers or any of their affiliates, on the other hand.

(ii) Limitations

on Disclosure. The Company shall not, and the Company

shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not

to, provide any Buyer with any material, nonpublic

information regarding the Company or any of its Subsidiaries from

and after the date hereof without first obtaining

the express prior written consent of such Buyer (which may be granted or withheld

in such Buyer’s sole discretion). To the extent that the Company delivers any material, non-public information to a Buyer

without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality

with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the

Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions

contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release

or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith

and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the

Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent

of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause

each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding

anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly

acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written

definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind

any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material,

non-public information regarding the Company or any of its Subsidiaries.

(iii) Other

Confidential Information. Disclosure Failures. In addition to other remedies set forth in this Section 4(g), and without limiting

anything set forth in any other Transaction Document, at any time after the Closing Date if the Company, any of its Subsidiaries, or any

of their respective officers, directors, employees or agents, provides any Buyer with material non-public information relating to the

Company or any of its Subsidiaries (each, the “Confidential Information”), the Company shall, on or prior to the applicable

Required Disclosure Date (as defined below), publicly disclose such Confidential Information on a Current Report on Form 8-K or otherwise

(each, a “Disclosure”). From and after such Disclosure, the Company shall have disclosed all Confidential Information

provided to such Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents.

In addition, effective upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

affiliates, employees or agents, on the one hand,

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

“Required Disclosure Date” means (x) if such Buyer authorized the delivery of such Confidential Information, either

(I) if the Company and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such

Confidential Information, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date such Buyer first received

any Confidential Information or (y) if such Buyer did not authorize the delivery of such Confidential Information, the first (1st) Business

Day after such Buyer’s receipt of such Confidential Information.

(h) Reservation

of Shares. So long as any of the

Convertible Debentures or Warrants, as applicable, remain outstanding,

the Company shall have reserved from its duly authorized capital stock, and shall have instructed its transfer agent to irrevocably

reserve, the maximum number of shares of Common Shares issuable upon (i) conversion of all Convertible Debentures (assuming for purposes

hereof that (x) such Convertible Debentures are convertible at the Floor Price (as defined therein) as of the date of determination and

(y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein)

(the “Maximum Conversion Shares”) and (ii) exercise of the Warrants (assuming for purposes hereof that (x) such Warrants

are exercised at the Exercise Price (as defined therein) as of the date of determination and (y) any such exercise shall not take into

account any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required

Reserve Amount”); provided that

at no time shall the number of shares of Common Shares reserved pursuant to this

Section be reduced other than proportionally in connection

with any conversion and/or redemption, or reverse stock split. If

at any time the number of Common Shares authorized to be issued is not

sufficient to meet the Required Reserve Amount, the

Company will promptly take all corporate action necessary to authorize and reserve

a sufficient number of shares, including, without limitation,

calling a special meeting of stockholders to authorize additional shares to meet the

Company’s obligations pursuant to the Transaction

Documents, in the case of an insufficient number of authorized shares, recommending that stockholders

vote in favor of an increase in such authorized number of shares sufficient to meet the Required

Reserve Amount.

(i) Stockholder

Approval. At the next shareholder meeting held by the Company (the “Shareholder Meeting”) following the 2026 Annual

Shareholder Meeting, the Company seek the approval by the Company’s stockholders of the issuance of the Maximum Conversion Shares

issuable upon conversion of the Convertible Debentures (without regard to the Exchange Cap) in compliance with the rules and regulations

of the Principal Market, including Rule 5635(d) thereof (without regard to any limitation on conversion or exercise thereof) (“Stockholder

Approval”), with the recommendation of the Company’s Board of Directors that such proposals be approved. The Company shall

include the Stockholder Approval in the Proxy Statement for such Shareholder Meeting and shall use its commercially reasonable efforts

to solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in the Proxy Statement,

and all management-appointed proxyholders shall vote their proxies in favor of such proposals.

(j) SEPA

Advances and Registration. For so long as any amounts remain outstanding under the Convertible Debentures, if the Company submits

an Advance Notice pursuant to the SEPA then, unless otherwise agreed by the Investor, (1) the Company may only request an Option 2 Pricing

Period (3-Day Pricing Period) in such Advance Notice, and, (2) any such Advance Notice shall be treated as an Advance Repayment (as defined

in the Convertible Debenture) with the proceeds of any such Advance Notice due to be paid to the Company used to repay amounts outstanding

under the Convertible Debentures, as set forth therein. The Company filed a registration statement (File No. 333-289952) (the “SEPA

Registration Statement”) for the resale by YA II PN, Ltd. of up to an aggregate of 10,200,000 Common Shares issuable pursuant

to the SEPA. As of the date hereof, an aggregate of 7,893,617 Common Shares issuable under the SEPA remain registered for resale by YA

II PN, Ltd. pursuant to the SEPA Registration Statement. The Company agrees that for so long as any amounts remain outstanding under the

Convertible Debentures, if the market value of the number of Common Shares issuable under

the SEPA that remain registered for resale by YA II PN, Ltd. pursuant to the SEPA Registration Statement (as determined by multiplying

the number of shares available for resale by the last closing price of the Common Shares) is less than 100% of the aggregate principal

amount outstanding under the Convertible Debentures, then the Company shall prepare and file a new registration statement to register

the resale by YA II PN, Ltd. of additional Common Shares issuable under the SEPA within 30 days of the first occurrence of such event,

and use commercially reasonable efforts to have such registration statement declared effective by the SEC within 60 days of filing thereof.

(k) Conduct

of Business. The business of the Company and its Subsidiaries shall not

be conducted in violation of any law, ordinance

or regulation of any Governmental Entity, except where such violations would not reasonably

be expected to result, either individually or in the

aggregate, in a Material Adverse Effect.

(l) Trading

Information. Upon the Company’s request, the Buyer agrees to provide the Company with trading reports setting forth the number

and average sales prices of Conversion Shares and Warrant Shares sold the Buyer during the prior trading day.

(m) Right

of First Refusal. For twelve (12) months following the date hereof, the Company shall not enter into or effect any financing transaction

pursuant to which the Company proposes to issue and/or sell any securities of the Company, including any debt, equity or equity-linked

securities that are convertible into, exchangeable or exercisable for, or include the right to receive Common Shares (including any ATM

Offering), or the insurance of any notes, debentures, or other forms of indebtedness (collectively, a “Notification Transaction”)

without first giving prior written notice to the Investor of its intention to enter into or effect such Notification Transaction, which

notice shall set forth the material terms of such Notification Transaction. Upon receipt of any such notice, the Investor shall have ten

(10) Business Days from such receipt to confirm to the Company whether it will participate (exclusively or otherwise) in such Notification

Transaction in accordance with the terms set forth in such notice. If the Investor elects to exercise its rights hereunder, then within

ten (10) Business Days from such exercise, the parties will enter into binding documentation in form and substance consistent with the

notice for such Notification Transaction and otherwise mutually acceptable to the parties. If the Investor declines to exercise its rights

in respect of a particular Notification Transaction, the Company is permitted to subsequently enter into such Notification Transaction

with a third party, provided, that such Notification Transaction (i) is consummated on terms (A) consistent with the notice for such Notification

Transaction and (B) no more beneficial than those terms offered to the Investor in the notice, (ii) is consummated within 60 days of the

Investor declining to exercise or failing to timely exercise its rights with respect to such Notification Transaction, and (iii) is not

prohibited pursuant to the terms of the Convertible Debentures or this Agreement.

(n) Prohibited

Transactions. From the date hereof until all of the Convertible Debentures have been repaid or converted into Common Shares, the Company

agrees to not directly or indirectly enter into any contract, agreement or other item that would restrict or prohibit any of the Company’s

obligations to the Buyer(s) under the Transaction Documents, including, without limitation, any payments required to be made by the Company

to the Buyer(s) under the Convertible Debentures.

(o) From

the date hereof until all the Convertible Debentures have been repaid, without the prior written consent of the Buyer, the Company shall

not, and shall not permit any of its subsidiaries (whether or not a subsidiary on the date hereof) to, directly or indirectly (i) other

than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness, (ii) other than Permitted

Liens, enter into, create, incur, assume or suffer to exist any Lien on or with respect to any of its property or assets now owned or

hereafter acquired or any interest therein or any income or profits therefrom, (iii) voluntarily prepay, redeem, or otherwise repay any

amounts outstanding under any indebtedness, including, without limitation, in respect of amount owed to Evie Autonomous LTD (“EVIE”),

(iv) make any payments in respect of any related party debt, including, without limitation, any payments to Dream America Marketing Servies,

Ltda., (“Dream America”), or Adrian Holdings S.R.L. (“Adrian”) (whether or not such party is then considered a

related party), (v) make any cash payments in respect of any underwriting agreement or business combination marketing agreement, or similar

arrangement, or issue shares in satisfaction of any such payment obligations, unless such shares are subject to a lock up agreement preventing

the resale of such shares until the Convertible Debentures have been fully repaid, (vi) pay, reimburse, guaranty, or otherwise directly

or indirectly incur any liability or obligation in respect of all, or any portion of the deferred underwriting commission incurred in

connection with the initial public offering of Bannix Acquisition Corp., or (viii) enter into, agree to enter into, or effect any Variable

Rate Transaction other than (x) with the Buyer, or (y) pursuant to the Standby Equity Purchase Agreement dated July 25, 2025, as amended

(the “SEPA”), or any existing written agreement with the Buyer in effect as of the date hereof, or enter into, agree to enter

into, or effect any Discounted Offering; provided, for the avoidance of doubt, that issuances of shares pursuant to Advances under the

SEPA shall not constitute a Variable Rate Transaction hereunder.

“Permitted

Indebtedness” shall mean: (i) indebtedness evidenced by the Convertible Debentures; (ii) indebtedness incurred solely for the

purpose of financing the acquisition or lease of any equipment, including capital lease obligations with no recourse other than to such

equipment; (iii) indebtedness (A) the repayment of which has been subordinated to the payment of the Convertible Debentures on terms and

conditions acceptable to the Buyers, including with regard to interest payments and repayment of principal, (B) which does not mature

or otherwise require or permit redemption or repayment prior to or on the 91st day after the maturity date of any Convertible Debentures

then outstanding; and (C) which is not secured by any assets of the Company or its subsidiaries; (iv) indebtedness owing to Stanley Hills

LLC (whether existing on the date hereof or incurred thereafter) that is subordinated in right of payment and lien priority to the obligations

owing under the Convertible Debentures, (v) the $20,000,000 Promissory Note issued to YA II PN, Ltd. pursuant to the Letter Agreement

dated February 26, 2026, (vi) the convertible notes issued to YA II PN, Ltd. as prepaid advances under the SEPA, (vii) the $10,000,000

Promissory Note issued to Adrian Holdings S.R.L. dated January 5, 2026 (as subordinated per the deferral agreement required under Section

7(r)), (viii) the $6,000,000 Promissory Note issued to Dream America Marketing Services, Ltda. dated April 10, 2026 (as subordinated per

the deferral agreement required under Section 7(r)), (ix) amounts owed to Stanley Hills LLC under the Funding Support Agreement dated

April 8, 2025, as amended, and (x) any other indebtedness (other than indebtedness set out in (i)-(ix) above) incurred after the date

hereof not to exceed $500,000 in the aggregate at any given time.

“Permitted Liens”

shall mean (1) any security interest granted to the Buyers to secure the obligations under the Convertible Debentures, (2) any prior security

interest granted to the Buyers, (3) existing Liens disclosed by the Company on a Disclosure Schedule attached hereto; (4) inchoate Liens

for taxes, assessments or governmental charges or levies not yet due, as to which the grace period, if any, related thereto has not yet

expired, or being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance

with GAAP; (5) Liens of carriers, materialmen, warehousemen, mechanics and landlords and other similar Liens which secure amounts which

are not yet overdue by more than 60 days or which are being contested in good faith by appropriate proceedings for which adequate reserves

have been established in accordance with GAAP; (6) licenses, sublicenses, leases or subleases granted to other persons not materially

interfering with the conduct of the business of the Company; (7) Liens securing capitalized lease obligations and purchase money indebtedness

incurred solely for the purpose of financing an acquisition or lease; (8) easements, rights-of-way, restrictions, encroachments, municipal

zoning ordinances and other similar charges or encumbrances, and minor title deficiencies, in each case not securing debt and not materially

interfering with the conduct of the business of the Company and not materially detracting from the value of the property subject thereto;

(9) Liens arising out of the existence of judgments or awards which judgments or awards do not constitute an Event of Default; (10) Liens

incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance, pension liabilities

and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business,

statutory obligations, surety bonds, performance bonds and other obligations of a like nature (other than appeal bonds) incurred in the

ordinary course of business (exclusive of obligations in respect of the payment for borrowed money); (11) Liens in favor of a banking

institution arising by operation of law encumbering deposits (including the right of set-off) and contractual set-off rights held by such

banking institution and which are within the general parameters customary in the banking industry and only burdening deposit accounts

or other funds maintained with a creditor depository institution; (12) usual and customary set-off rights in leases and other contracts;

(13) escrows in connection with acquisitions and dispositions and (14) royalties and other rights to revenue derived from the sale of

the Company’s products that are granted in the ordinary course of business.

“Variable Rate

Transaction” shall mean a transaction in which the Company (i) issues or sells any equity, warrants, or debt securities that

are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a conversion

price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the

Common Shares at any time after the initial issuance of such security, 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 security or upon the occurrence of specified or contingent events

directly or indirectly related to the business of the Company or the market for the Common Shares (including, without limitation, any

“full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection

for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) enters into or effects any

agreement, including but not limited to an “equity line of credit,” “ATM agreement” or other continuous offering

or similar offering of Common Shares, or (iii) enters into or effects any forward purchase agreement, equity pre-paid forward transaction

or other similar offering of securities where the purchaser of securities of the Company receives an upfront or periodic payment of all,

or a portion of, the value of the securities so purchased, and the Company receives proceeds from such purchaser based on a price or value

that varies with the trading prices of the Common Shares.

“Discounted Offering”

shall mean a transaction in which the Company issues or sells any equity, warrants, or debt securities at an implied discount (taking

into account all the securities issuable in such offering, including the right to receive additional Common Shares) to the market price

of the Common Shares at the time of the offering in excess of 30%.

5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.

(a) Register.

The Company shall maintain at its principal executive offices or with the Transfer

Agent (or at such other office or agency

of the Company as it may designate by notice to

each holder of Securities), a register for the Convertible

Debentures and Warrants in which the Company shall record the

name and address of the Person in whose name the

Convertible Debentures have been issued (including the

name and address of each transferee), the amount of Convertible Debentures and Warrants

held by such Person. The Company shall keep the register open and available at all times during

business hours for inspection of any Buyer or its legal representatives. The Company hereby irrevocably agrees that it shall not require

medallion guarantees in connection with any assignments or transfers of Common Shares by the Buyer to any third party. The Company hereby

authorizes its then-current transfer agent to rely on the foregoing and that the Company hereby indemnifies and agrees to hold its then-current

transfer agent harmless from any liability related to its complying with the foregoing. Upon request by the Buyer, the Company further

agrees to promptly provide its then-current transfer agent with additional authorizations or indemnifications as may so request.

(b) Transfer

Restrictions. 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

Buyer or in connection with a pledge as contemplated herein, 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 shall have the rights and obligations of a Buyer under this Agreement.

Procedures. The form of Conversion Notice included in the Convertible Debentures set forth the totality of the procedures required

of the Buyers in order to convert the Convertible Debentures. Except as provided in Section 2(f) and Section 5(b), no additional legal

opinion, other information or instructions shall be required of the Buyers to convert their Convertible Debentures. The Company shall

honor conversions of the Convertible Debentures and shall deliver the Conversion Shares in accordance with the terms, conditions and time

periods set forth in the Convertible Debentures.

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The obligation

of the Company hereunder to issue and sell

the Convertible Debentures to each Buyer

at each Closing is subject to the

satisfaction, at or before each Closing

Date, of each of the following

conditions, provided that these conditions

are for the Company’s sole benefit and may be

waived by the Company at any time in its sole

discretion in accordance with the terms of Section 9(k):

(a) Such

Buyer shall have executed each of the Transaction Documents to which

it is a party and delivered the same to the

Company.

(b) Such

Buyer and each other Buyer shall have delivered to the

Company the Purchase Price (less, in the case

of any Buyer, the amounts withheld pursuant to

Section 4(d), if any) for the Convertible Debentures

and Warrants being purchased by such Buyer at the

Closing by wire transfer of immediately available funds in accordance with a letter,

duly executed by an officer of the

Company, setting forth the wire amounts of each Buyer and the

wire transfer instructions of the Company (the “Closing Statement”).

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

date when made and as of each Closing Date as though

originally made at that time (except for representations and warranties that speak as of a specific date, which

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

with the covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with

by such Buyer at or prior to such Closing Date.

7. CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

The obligation of each Buyer hereunder to purchase

its Convertible Debentures at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions,

provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion

in accordance with the terms of Section 9(k):

(a) The

Company shall have duly executed and delivered to such Buyer each of the

Transaction Documents to which it is a party and the

Company shall have duly executed and delivered to such Buyer a Convertible Debenture

with a principal amount corresponding to the Subscription Amount set forth opposite such Buyer’s name on the Schedule of Buyers

attached as Schedule I for the Closing.

(b) Such

Buyer shall have received the opinion of counsel

to the Company, dated as of the First Closing Date, in the

form reasonably acceptable to such Buyer.

Company shall have delivered to each Buyer copies of its and each Subsidiaries certified copies of its charter, as well as any shareholder

or operating agreements by or among the shareholders or members of any of the Company’s Subsidiaries.

(d) The

Company shall have delivered to such Buyer a certificate evidencing the incorporation and

good standing of the Company as of a date within

ten (10) days of the Closing Date.

(e) Each

and every representation and warranty of the Company shall be true and correct in all material

respects (other than representations and warranties qualified by materiality, which shall

be true and correct in all respects) as of the date when made and as of each

Closing Date as though originally made at that time (except for representations and

warranties that speak as of a specific date, which shall be true and correct as of such specific

date) and the Company shall have performed, satisfied and complied in all respects with

the covenants, agreements and conditions set forth in each Transaction Document required

to be performed, satisfied or complied with by the Company

at or prior to each Closing Date.

(f) The

Common Shares (A) shall be designated for quotation or listed (as applicable) on the

Principal Market and (B) shall not have been suspended, as of each

Closing Date, by the SEC or the

Principal Market from trading on the Principal

Market nor shall suspension by the SEC

or the Principal Market have been threatened, as of each

Closing Date, either (I) in writing by the

SEC or the Principal Market or (II)

by receiving a notification from the Principal Market of falling below

the minimum maintenance requirements of the Principal Market that either, is not subject

to a cure period, or if subject to a cure period, such failure remains uncured after the expiration of the cure period.

(g) The

Company shall have obtained all governmental, regulatory or third-party consents and approvals,

if any, necessary for the sale of the Securities,

including without limitation, those required by

the Principal Market, if any.

(h) No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,

entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the

consummation of any of the transactions contemplated by the

Transaction Documents.

(i) Since

the date of execution of this Agreement, no event

or series of events shall have occurred that has resulted in or would reasonably be expected

to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures).

(j) The

Company shall have filed with the Principal Market a Notification Form: Listing of Additional Shares for the listing of the maximum number

of Conversion Shares issuable pursuant to the Convertible Debentures and the Warrants to be issued at the Closing and the Principal Market

shall have raised no objection to such notice and the transactions contemplated hereby.

(k) Such

Buyer shall have received the Closing Statement.

(l) (i)

From the date hereof to the applicable Closing

Date, trading in the Common Shares shall not have

been suspended by the SEC or the

Principal Market (except for any suspension of trading of limited duration agreed to by the

Company, which suspension shall be terminated prior to the

Closing), and (ii) at any time from the date

hereof to the applicable Closing Date, trading in securities generally as reported by Bloomberg

L.P. shall not have been suspended or limited,

or minimum prices shall not have been established on securities whose trades are reported

by such service, or on the Principal Market, nor shall

a banking moratorium have been declared either by the

United States or New York State authorities nor

shall there have occurred any material outbreak or escalation of hostilities or other national

or international calamity of such magnitude in its effect on,

or any material adverse change in, any financial market which,

in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable

to purchase the Securities at the Closing.

(m) The

board of directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been

amended, rescinded or materially modified and remains in full force and effect as of such Closing, and a true, correct and complete copy

of such resolutions duly adopted by the board of directors of the Company shall have been provided to the Buyers.

(n) The

Company shall have delivered to the Buyer a compliance certificate executed by an executive officer of the Company certifying that Company

has complied with all of the conditions precedent to the applicable Closing set forth herein and which may be relied upon by the Buyer

as evidence of satisfaction of such conditions without any obligation to independently verify.

(o) The

Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments

or certificates relating to the transactions contemplated by this

Agreement as such Buyer or its counsel may reasonably request.

(p) Each

of Dream America and Adrian shall have entered into a consent and deferral agreement in a form satisfactory to the Buyer in respect of

the loans made by Dream America and Adrian, respectively, to the Company or any subsidiaries of the Company.

(q) Solely

with respect to the Second Closing, the Registration Statement shall be effective in accordance with the provisions set forth in the Registration

Rights Agreement, including the effectiveness deadline set forth therein.

8. TERMINATION.

In the event that

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

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

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

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

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

Debentures and Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such termination

shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described herein. In the event

that the Second Closing shall not have occurred with respect to a Buyer within 120 days of the date hereof, then such Buyer shall have

the right to terminate its obligation to close the Second Closing under this Agreement with respect to itself at any time on or after

the close of business on such date without liability of such Buyer to any other party. Nothing contained in this Section 8 shall be deemed

to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction

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

or the other Transaction Documents.

9. MISCELLANEOUS.

(a) Governing

Law. This Agreement and the rights and obligations of the parties hereunder shall, in all respects, be governed by, and construed

in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (including Section 5-1401 and Section

5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.

(b) Jurisdiction;

Venue; Service.

(i) The

Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the State of New York (the “Governing

Jurisdiction”) and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States

District Court for the Governing Jurisdiction.

(ii) The

Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Buyer or, if a basis for federal

jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the

maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract

or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience

of forum.

(iii) Any

suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise,

brought by the Company against the Buyer arising out of or based upon this Agreement or any matter relating to this Agreement, or any

other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company

shall not file any counterclaim against the Buyer in any suit, claim, action, litigation or proceeding brought by the Buyer against the

Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Buyer brought such suit,

claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed

as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Buyer against the Company. The Company agrees

that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding

brought by the Company against the Buyer in any court outside the Governing Jurisdiction should be dismissed or transferred to a court

located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence

any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort

or otherwise, against the Buyer arising out of or based upon this Agreement or any matter relating to this Agreement, or any other Transaction

Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and

the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties

hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit,

claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by

applicable law, in such federal court. The Company and the Buyer agree that a final judgment in any such suit, claim, action, litigation

or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by

law.

(iv) The

Company and the Buyer irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action,

litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided

for notices in this Agreement, such service to become effective thirty (30) days after the date of mailing.

(v) Nothing

herein shall affect the right of the Buyer to serve process in any other manner permitted by law or to commence legal proceedings or to

otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY MATTER

RELATING TO THIS AGREEMENT, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A

WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR

RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(d) Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which

shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to the

other party. In the event that any signature

is delivered by an email which contains a portable document format

(.pdf) file of an executed signature page, such signature page shall create a valid and binding

obligation of the party executing (or on

whose behalf such signature is executed) with the same force and effect

as if such signature page were an original thereof.

(e) Headings;

Gender. The headings of this Agreement are

for convenience of reference and shall not form

part of, or affect the interpretation

of, this Agreement. Unless the context clearly

indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,

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

“include” and words of like import shall be construed broadly as if followed by

the words “without limitation.” The terms “herein,” “hereunder,”

“hereof” and words of like import refer

to this entire Agreement instead of just the provision

in which they are found.

(f) Entire

Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer, the Company, their

affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced

herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically

set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect

to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the party to be charged

with enforcement. As a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees

that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall

affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s

representations and warranties contained in this Agreement or any other Transaction Document and (y) unless a provision of this Agreement

or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,” nothing

contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be

an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document.

(g) Notices.

Any notices, consents, waivers or other communications

required or permitted to be given under the terms of this

Agreement must be in writing by letter and email and will be deemed to have been delivered:

upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business

Day after deposit with an overnight courier service with

next day delivery specified, in each case, properly addressed to the party to receive

the same and (B) receipt, when sent by electronic mail. The addresses and email addresses

for such communications shall be:

to the Company, to:

VISIONWAVE

HOLDINGS, INC.

300

Delaware Avenue

Wilmington, Delaware 19801

Telephone: 302.305.4790

Attention: Douglas Davis, CEO

E-Mail: ddavis@vwav.inc

With

Copy to:

Fleming

PLLC

Wall Street, 8th Floor

New

York, New York 10008

Telephone:

516.902.6567

Attention: Stephen Fleming, Esq.

E-Mail: smf@flemingpllc.com

If to a Buyer, to its address and email address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,

With copy to:

David Fine, Esq.

c/o Yorkville Advisors Global, LP

1012 Springfield Avenue

Mountainside, NJ 07092

Email: legal@yorkvilleglobal.com

or to such other address, email

address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party

five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,

waiver or other communication, (B) electronically generated by the sender’s e-mail service provider containing the time, date, recipient

e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile

or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively

(h) Successors

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

including any purchasers of any of the Convertible Debentures (but excluding any purchasers of Underlying Securities, unless pursuant

to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder without the

prior written consent of the Buyers. In connection with any transfer of any or all of its Securities, a Buyer may assign all, or a portion,

of its rights and obligations hereunder in connection with such Securities without the consent of the Company, in which event such assignee

shall be deemed to be a Buyer hereunder with respect to such transferred Securities.

(i) Indemnification.

(i) In

consideration of each Buyer’s execution and

delivery of the Transaction Documents

and acquiring the Securities thereunder

and in addition to all of the

Company’s other obligations under the Transaction Documents, the

Company shall defend, protect, indemnify and hold harmless each Buyer

and each holder of any Securities and all

of their stockholders, partners, members, officers, directors, employees and direct or

indirect investors and any of the foregoing

Persons’ agents or other representatives

(including, without limitation,

those retained in connection with the transactions contemplated

by this Agreement) (collectively, the “Indemnitees”)

from and against any and all actions, causes

of action, suits, claims, losses, costs, penalties, fees,

liabilities and damages, and expenses in connection therewith

(irrespective of whether any such Indemnitee is

a party to the action for which

indemnification hereunder is sought), and including reasonable attorneys’ fees

and disbursements (the “Indemnified Liabilities”), incurred by

any Indemnitee as a result of, or arising out of,

or relating to (i) any misrepresentation or breach

of any representation or warranty made by

the Company in any of the

Transaction Documents, (ii) any breach of any covenant,

agreement or obligation of

the Company or any Subsidiary contained

in any of the Transaction Documents

or (iii) any cause of action, suit, proceeding or

claim brought or made against such Indemnitee by

a third party (including for these purposes a derivative

action brought on behalf of the Company or any

Subsidiary) or which otherwise involves

such Indemnitee that arises out of

or results from (A) the execution, delivery,

performance or enforcement of any of

the Transaction Documents, (B) any transaction financed or

to be financed in whole or

in part, directly or indirectly, with the proceeds

of the issuance of

the Securities, or (C) any disclosure properly

made to such Buyer pursuant to Section 4(g), or

(D) the status of such Buyer

or holder of the

Securities either as an investor in the

Company pursuant to the transactions contemplated

by the Transaction Documents or as a party

to this Agreement (including, without

limitation, as a party in interest or otherwise

in any action or proceeding for injunctive or

other equitable relief). To the

extent that the foregoing undertaking

by the Company may be unenforceable for

any reason, the Company shall make the maximum

contribution to the payment and satisfaction of

each of the Indemnified Liabilities

which is permissible under applicable law.

(ii) Promptly

after receipt by an Indemnitee under this Section

9(i) of notice of

the commencement of any action

or proceeding (including any governmental action

or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim

in respect thereof is to be made against the Company

under this Section 9(i), deliver to the

Company a written notice of the

commencement thereof, and the Company shall have

the right to participate in, and,

to the extent the

Company so desires, to assume control of the defense

thereof with counsel mutually reasonably satisfactory

to the Company and the Indemnitee; provided,

however, that an Indemnitee shall have the

right to retain its own counsel with

the fees and expenses of such counsel to be paid

by the Company if: (A) the Company has

agreed in writing to pay such fees and expenses; (B) the

Company shall have failed promptly to assume the

defense of such Indemnified Liability and

to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability;

or (C) the named parties to any such Indemnified Liability

(including any impleaded parties) include both such Indemnitee and the

Company, and such Indemnitee shall have been advised by

counsel that a conflict of interest is likely

to exist if the same counsel were to represent such Indemnitee and the

Company (in which case, if such Indemnitee notifies the

Company in writing that it elects to employ separate counsel at the

expense of the Company, then

the Company shall not have

the right to assume the defense thereof

and such counsel shall be at the expense of

the Company), provided further, that

in the case of clause (C) above

the Company shall not be responsible for

the reasonable fees and expenses of more than

one (1) separate legal counsel for the

Indemnitees. The Indemnitee shall reasonably cooperate with the Company in connection

with any negotiation or defense of

any such action or Indemnified Liability by the

Company and shall furnish to the Company all information reasonably available

to the Indemnitee which relates to such

action or Indemnified Liability. The Company shall keep the

Indemnitee reasonably apprised at all times as to the status of

the defense or any settlement negotiations

with respect thereto. The Company shall not be

liable for any settlement of any action,

claim or proceeding effected without its

prior written consent, provided, however, that the

Company shall not unreasonably withhold, delay

or condition its consent. The Company shall

not, without the

prior written consent of the Indemnitee,

consent to entry of any judgment or enter into

any settlement or other compromise which

does not include as an unconditional

term thereof the giving by the

claimant or plaintiff to such Indemnitee of a

release from all liability in respect to such

Indemnified Liability or litigation, and such settlement

shall not include any admission as to fault on the

part of the Indemnitee. Following

indemnification as provided for hereunder, the

Company shall be subrogated to all rights of the

Indemnitee with respect to all third parties, firms

or corporations relating to the matter for

which indemnification has been made. The failure to deliver

written notice to the Company within

a reasonable time of the commencement of

any such action shall not relieve the

Company of any liability to the

Indemnitee under this Section 9(i), except to

the extent that the

Company is materially and adversely prejudiced in its ability

to defend such action.

(iii) The

indemnification required by this Section 9(i) shall

be made by periodic payments of

the amount thereof during the

course of the investigation or

defense, within ten (10) days after bills

supporting the Indemnified Liabilities

are received by the Company.

(iv) The

indemnity agreement contained herein shall be

in addition to (A) any cause of action or similar

right of the Indemnitee against the

Company or others, and (B) any liabilities the

Company may be subject to pursuant to the

law.

(j) No

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

mutual intent, and no rules of strict construction will be applied against any party.

(k) No

Waiver. Any waiver by a party of any breach of any provision of this Agreement shall not operate as or be construed to be a waiver

of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon

strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the

right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No provision of this Agreement may

be waived or amended other than by a written agreement signed by the parties to this Agreement. No custom or practice of the parties at

variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to

it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Agreement.

[REMAINDER PAGE INTENTIONALLY

LEFT BLANK]

IN WITNESS WHEREOF,

each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of

the date first written above.

COMPANY:

VISIONWAVE HOLDINGS, INC.

By:

/s/

Douglas Davis

Name: Douglas Davis

Title: CEO

IN WITNESS WHEREOF,

each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of

the date first written above.

BUYER:

YA II PN, LTD.

By: Yorkville Advisors Global, LP

Its: Investment Manager

By: Yorkville Advisors Global II, LLC

Its: General Partner

By:

/s/ Matt Beckman

Name: Matt Beckman

Title: Manager

LIST OF EXHIBITS:

EXHIBIT A: FORM OF CONVERTIBLE DEBENTURES

EXHIBIT B: FORM OF WARRANTS

EXHIBIT C: FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

EXHIBIT A

FORM OF CONVERTIBLE DEBENTURES

EXHIBIT B

FORM OF WARRANTS

EXHIBIT C

FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

COMPANY LETTERHEAD

July 20, 2026

TA INFO

XXXX

Ladies and Gentlemen:

VISIONWAVE HOLDINGS, INC., a Delaware corporation

(the “Company”) and YA II PN, LTD. (the “Investor”) have entered into a Securities Purchase Agreement dated as

of July 20, 2026 (the “Agreement”), providing for the issuance of Convertible Debentures in the aggregate principal amount

of up to $15,000,000 (the “Debentures”) convertible into shares of common stock, par value $0.01 per share, of the Company

(“Common Shares”).

A copy of the form of Debentures is attached hereto.

You should familiarize yourself with your issuance and delivery obligations, as Transfer Agent, contained therein. The shares to be issued

are to be registered in the names of the registered holder of the securities submitted for conversion.

You are hereby irrevocably authorized and instructed

to reserve a sufficient number of Common Stock of the Company for issuance upon full conversion of the Debentures in accordance with the

terms thereof. The number of Common Shares so reserved is shall initially be 9,000,000 shares, as may be increased by the Company in accordance

with the Agreement.

The ability to convert the Debentures in a timely

manner is a material obligation of the Company pursuant to such securities. Your firm is hereby irrevocably authorized and instructed

to issue Common Shares of the Company (without any restrictive legend) to the Investors without any further action or confirmation by

the Company: (A) upon your receipt from any Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the

Investor; and (ii) an opinion of counsel of the Company or the Investor, in form, substance and scope customary for opinions of counsel

in comparable transactions (and satisfactory to the transfer agent), to the effect that the Common Shares of the Company issued to such

Investor pursuant to the Conversion Notice are not “restricted securities” as defined in Rule 144 and should be issued to

such Investor without any restrictive legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common

stock of the Company.

The Company hereby requests that your firm act immediately,

without delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Shares pursuant

to any Conversion Notices received from any Investor.

The Company shall indemnify you and your officers,

directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability,

damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any

of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise

in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except

that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence

or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if

such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.

The Board of Directors of the Company has approved

the foregoing (irrevocable instructions) and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all

loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.

The Company agrees that in the event that the Transfer

Agent resigns as the Company’s transfer agent, the Company shall engage a suitable replacement transfer agent that will agree to

serve as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable Instructions within three (3) business

days.

The Investors are intended to be and are third party

beneficiaries hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of each such

Investor.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Very truly yours,

VISIONWAVE HOLDINGS, INC.

By:

Name:

Title: CEO

Acknowledged and Agreed:

YA II PN, Ltd.

By:

Name:

Date:

Acknowledged and Agreed:

[TRANSFER AGENT]

By:

Name:

Title:

Date:

SCHEDULE I

SCHEDULE OF BUYERS

(a)

(b)

(c)

(d)

Buyer

Subscription Amount of Convertible Debentures

Purchase Price (85% of Subscription Amount)

Warrants

YA II PN, Ltd.

1012 Springfield Avenue

First Closing:

$10,000,000.00

$8,500,000.00

1,800,000

Mountainside, NJ 07092

Second Closing

$5,000,000.00

$4,250,000.00

Email:

Legal@yorkvilleadvisors.com

Aggregate:

$15,000,000.00

$12,750,000.00

1,800,000

Legal Representative’s Address and E-Mail Address

David Fine, Esq.

1012 Springfield Avenue

Mountainside, NJ 07092

Email: Legal@yorkvilleglobal.com

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: e7792_ex10-2.htm · Sequence: 5

EXHIBIT 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT

(this “Agreement”), dated as of July 20, 2026, is made by and between YA II PN, LTD., a Cayman Islands exempt limited

company (the “Investor”), and VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the

“Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively

as the “Parties.”

WITNESSETH

WHEREAS:

A. In

connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities

Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement,

to issue and sell to the Investor up to $15,000,000 in aggregate principal amount of convertible debentures (the “Convertible

Debentures”), which shall be convertible into shares of the Company’s common stock, par value $0.01 (the “Common

Shares”) (as converted, the “Conversion Shares”) and warrants (the “Warrants”) to purchase

up to 1,800,000 Common Shares (as exercised, the “Warrant Shares”). Capitalized terms not defined herein shall have

the meaning ascribed to them in the Securities Purchase Agreement.

B. Pursuant

to the terms of, and in consideration for the Investor entering into, and to induce the Investor to execute and deliver the Securities

Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the

rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable

state securities laws and other rights as provided for herein.

AGREEMENT

NOW, THEREFORE, in consideration

of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Company and the Investor hereby agree as follows:

1. DEFINITIONS.

Capitalized terms used herein and

not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement,

the following terms shall have the following meanings:

(a) “Applicable

Date” means the earlier to occur of (I) the first date on which the initial Registration Statement is declared effective by

the SEC (and each Prospectus contained therein is available for use on such date) or (II) the first date on which all of the Registrable

Securities are eligible to be resold by the Investor pursuant to Rule 144.

(b) “Business

Day” shall mean any day on which the New York Stock Exchange is open for trading, other than any day on which commercial banks

are authorized or required to be closed in New York City.

Date” means the date that the applicable Registration Statement has been declared effective by the SEC.

(d) “Effectiveness

Deadline” means, (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(b), the earlier

of the earlier of (A) the 60th calendar day following the filing date thereof and (B) the fifth Business Day after the date the Company

is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not

be subject to further review and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company

pursuant to this Agreement, the earlier of the (A) 75th calendar day following the date on which the Company was required to file such

additional Registration Statement and (B) no later than the fifth Business Day after the date the Company is notified (orally or in writing,

whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.

(e) “Exchange

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

(f) “Filing

Deadline” means, (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the 60th

calendar day following the date hereof and (ii) with respect to any additional Registration Statements that may be required to be filed

by the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration Statement pursuant

to the terms of this Agreement.

(g) “Person”

means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental

or political subdivision thereof or a governmental agency.

(h) “Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, 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 under 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.

(i) “Registrable

Securities” means all of (i) the Common Shares issuable upon conversion of the Convertible Debentures, (ii) the Common Shares

issuable upon exercise of the Warrants, (iii) the additional shares issuable in connection with any anti-dilution provisions of the Convertible

Debentures or the Warrants (without giving effect to any limitations on exercise set forth in the Convertible Debentures or the Warrants,

as applicable) and (iv) any Common Shares issued or issuable with respect to any shares described in subsections (i) and (ii) above by

way of any stock split, stock dividend or other distribution, recapitalization or similar event or otherwise (in each case without giving

effect to any limitations on exercise set forth in the Convertible Debentures or the Warrants, as applicable).

(j) “Registration

Statement” means any registration statement of the Company filed pursuant to this Agreement, including the Prospectus, amendments

and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits thereto, and all material

incorporated by reference or deemed to be incorporated by reference in such registration statement.

(k) “Required

Registration Amount” means (i) with respect to the initial Registration Statement at least 9,000,000 Common Shares issued or

to be issued upon conversion of the Convertible Debentures and 1,800,000 Common Shares issued or to be issued upon exercise of the Warrants,

and (ii) with respect to subsequent Registration Statements such number of Common Shares as requested by the Investor not to exceed 300%

of the number of

Common Shares issuable upon conversion of all

Convertible Debentures then outstanding (assuming for purposes hereof that

(x) such Convertible Debentures are convertible at the

Variable Price (as defined therein) in effect as of the date of determination, and (y) any such conversion shall not

take into account

any limitations on the conversion of

the Convertible Debentures set forth therein),

in each case subject to any cutback set forth in Section 2(e).

(l) “Rule

144” means Rule 144 under the Securities Act or any successor rule thereto.

(m) “Rule

415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or

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

(n) “SEC”

means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the

time.

(o) “Securities

Act” shall have the meaning set forth in the Recitals above.

(p) “SEC

Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests

of the SEC staff and (ii) the Securities Act.

2. REGISTRATION.

(a) Registration

Period. The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements,

obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been

declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or may be sold without

any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect,

addressed and reasonably acceptable to the Company’s transfer agent (the “Registration Period”).

(b) Mandatory

Registration. Subject to the terms and conditions of this Agreement, the Company shall (i) on or prior to the Filing Deadline, prepare

and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor

form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt

of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file

an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration

Statement. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to

the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall

contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best

efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness

Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance

with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement.

Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the

Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours

of the receipt thereof from the Company. For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company

at any time during the Registration Period if at such time (i) no Registration Statement is then in effect which the Investor may use

to resell Registrable Securities, or (ii) a Registration Statement is effective, but the holder has resold substantially all of the Common

Shares registered on such Registration Statement. In addition, the Investor may deliver a Demand Notice to the Company at any time during

the Registration Period during which (i) the Company does not have a class of securities listed, or approved for listing, on a national

securities exchange registered pursuant to Section 6 of the Exchange Act, or (ii) Rule 144, as amended, would not allow the “tacking”

of the holding period of the Convertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof.

Number of Shares Registered. If at any time all Registrable Securities are not covered by a Registration Statement filed pursuant

to Section 2(b) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts to file with the SEC

one (1) or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration

Statement, in each case as soon as practicable (taking into account any position of the staff of the SEC with respect to the date on which

the Staff will permit such additional Registration Statement(s) to be filed with the SEC and the rules and regulations of the SEC). The

Company shall use its commercially reasonable efforts to cause each such new Registration Statement to become effective as soon as reasonably

practicable following the filing thereof with the SEC.

(d) Amendments

and Supplements. During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including

post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement,

which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration

Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements

in order to register for resale under the Securities Act all of the Registrable Securities in accordance with the terms of this Agreement;

(iii) 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; (iv) respond as promptly as reasonably possible to any comments received

from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor

true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may

excise any information contained therein which would constitute material non-public information as to any Investor which has not executed

a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition

of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities

shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such

Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant

to this Agreement (including pursuant to this Section 2(d)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q,

or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference into the

Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange

Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

(e) Reduction

of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that the SEC

requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company

to rely on Rule 415 with respect to a Registration Statement, then the Company shall be obligated to include in such Registration Statement

(which may be a subsequent Registration Statement if the Company needs to withdraw a Registration Statement and refile a new Registration

Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities as the SEC shall permit. Any Registrable

Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut Back Securities.”

To the extent Cut Back Securities exist, promptly following such time as may be permitted by the SEC, the Company shall be required to

file a Registration Statement covering the resale of the Cut Back Securities (subject also to the terms of this Section) and shall use

its best efforts to cause such Registration Statement to be declared effective as promptly as practicable thereafter, but in no event

later than the Effectiveness Deadline. Notwithstanding the foregoing to the contrary, the Company shall be obligated to use diligent efforts

to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without

limitation, Compliance and Disclosure Interpretation 612.09. Unless otherwise directed in writing by a holder as to its Registrable Securities,

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 Registrable Securities held by such holders (or as otherwise expressly directed

by the SEC).

(f) Piggy-Back

Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and the

Company proposes to register the offer and sale of any shares of its Common Shares under the Securities Act (other than a registration

(i) pursuant to a Registration Statement on Form S-8 ((or other registration solely relating to an offering or sale to employees or directors

of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on

Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or

(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of

one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Registrable

Securities, the Company shall give prompt written notice (in any event no later than five days prior to the filing of such Registration

Statement) to the holders of Registrable Securities of its intention to effect such a registration and, shall include in such registration

all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable

Securities; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to

this Section 2(f) that have been sold or may be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the

Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent.

(g) No

Inclusion of Other Securities; Other Registration Statements. In no event shall the Company (i) include any securities other than

Registrable Securities on any Registration Statement pursuant to Section 2(b) or Section 2(c) without the Investor’s prior written

consent or (ii) prior to the Applicable Date, or at any time thereafter while any Registration Statement is not effective or the Prospectus

contained therein is not available for use, the Company shall not file a registration statement or an offering statement under the Securities

Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements

or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof) (solely

to the extent necessary to keep such registration statements effective and available and not for any other reason).

3. RELATED

OBLIGATIONS.

(a) The

Company shall, not less than three Business Days prior to the filing of each Registration Statement and not less than one Business Day

prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 10-K,

supplements and amendments to update the Registration Statement solely for information reflected in the Company’s annual reports

on Form 10-K, quarterly reports on Form 10-Q or current reports on Form 8-K), furnish to each Investor copies of all such documents proposed

to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable

and prompt review of such Investor, The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements

thereto to which the Investor shall reasonably object in good faith; provided that, the Company is notified of such objection in

writing no later than two (2) Trading Days after the Investors have been so furnished copies of a Registration Statement.

(b) The

Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) an

electronic copy of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial statements

and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) an electronic copy

of the final prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies

as such Investor may reasonably request) and (iii) such other documents, which are not publicly available through EDGAR, as such Investor

may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

Company shall use its commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration

Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably

requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to

such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii)

take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration

Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;

provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to

its articles of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify

but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of

process in any such jurisdiction. The Company shall promptly notify each Investor who holds Registrable Securities of the receipt by the

Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for

sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the

initiation or threat of any proceeding for such purpose.

(d) At

any time prior to the end of the Registration Period, as promptly as practicable after becoming aware of such event or development, the

Company shall notify each Investor in writing of the happening of any event as a result of which the Prospectus included in a Registration

Statement, as then in effect, includes an untrue statement of a material fact or omission 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 (provided

that in no event shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such

Registration Statement to correct such untrue statement or omission, and deliver an electronic copy of such supplement or amendment to

the Investor. The Company shall also promptly notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective

amendment has been filed,

and when a Registration Statement or any post-effective amendment has become effective (notification of such

effectiveness shall be delivered to the Investor by electronic mail on the same day of such effectiveness), (ii) of any request by the

SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s

reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. The Company shall respond as

promptly as reasonably practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto.

(e) The

Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,

or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America

and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and

to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt

of actual notice of the initiation or threat of any proceeding for such purpose.

(f) The

Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i)

disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is

necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered

pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such

information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement.

The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court

or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor,

at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(g) The

Company shall use its best efforts to cause all the Registrable Securities to be listed on each securities exchange on which the Common

Shares is then listed. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(g).

(h) The

Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates

representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends

and representing such number of Common Shares and registered in such names as the holders of the Registrable Securities may reasonably

request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule; provided,

that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust

Company’s Direct Registration System.

(i) The

Company shall use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other

governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(j) The

Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration

hereunder.

(k) Within

one Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall

deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies

to the Investor whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement

has been declared effective by the SEC.

(l) The

Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of Registrable Securities

pursuant to a Registration Statement.

4. OBLIGATIONS

OF THE INVESTOR.

(a) The

Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2(g)

the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable

Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2(g) or

receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the

securities laws, the Company shall cause its transfer agent to deliver unlegended certificates for Common Shares to a transferee of an

Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with

respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of

the happening of any event of the kind described in Section 2(g) and for which the Investor has not yet settled.

(b) Registrable

5. EXPENSES

OF REGISTRATION.

Each party shall bear its own fees

and expenses related to the transactions contemplated by this Agreements. For the avoidance of doubt, all expenses incurred by the Company

in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities

shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers expenses, and

fees and expenses of the Company’s counsel and accountants (except legal fees of Investor’s counsel associated with the review

of the Registration Statement). The Investor shall pay any sales or brokerage commissions and fees and expenses of counsel for, and other

expenses of, the Investor incurred in connection with registration of Registrable Securities.

6. INDEMNIFICATION.

With respect to Registrable Securities

which are included in a Registration Statement under this Agreement:

(a) To

the fullest extent permitted by law, the Company shall, and hereby does, indemnify, hold harmless and defend the Investor, the directors,

officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the

Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,

judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several

(collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,

investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body

or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),

to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect

thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement

or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities

or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),

or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein

not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended

or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to

state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements

therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,

any other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or

sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,

collectively, “Violations”). The Company shall reimburse the Investor and each such controlling person promptly as

such expenses are incurred and are due and payable, for any legal fees or disbursements or other reasonable expenses incurred by them

in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification

agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation

which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly

for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (y) shall

not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus

made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(b); and (z) shall

not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company,

which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation

made by or on behalf of the Indemnified Person.

(b) In

connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same

manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives, or agents

and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “Indemnified

Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange

Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any Violation, in each case to the extent,

and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company

by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse

any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however,

that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall

not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor,

which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b)

for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of

Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any

investigation made by or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification

agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the

untrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to each

Investor prior to such Investor’s use of the prospectus to which the Claim relates.

after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding

(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in

respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice

of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party

so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually

satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that

an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than

one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of

counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the

indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified

Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate

fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party

and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which

relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times

as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement

of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not

unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified

Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include

as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release

from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party

shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations

relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within

a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified

Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend

such action.

(d) The

indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred.

(e) The

indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or

Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant

to the law.

7. CONTRIBUTION.

To the extent any indemnification

by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect

to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:

(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and

(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller

from the sale of such Registrable Securities.

8. REPORTS

UNDER THE EXCHANGE ACT.

With a view to making available

to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at

any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the

Investor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:

(a) The

Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all required reports under Section

13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required

to file such reports), other than Form 8-K reports.

(b) During

the Registration Period, the Company shall file with the SEC in a timely manner all required reports under Section 13 or 15(d) of the

Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement)

and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.

Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement

by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report

of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested

to permit the Investor to sell such securities pursuant to Rule 144 without registration.

9. AMENDMENT

OF REGISTRATION RIGHTS.

Provisions of this Agreement may

be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),

only with the written consent of the Company and Investor. Any amendment or waiver effected in accordance with this Section 9 shall

be binding upon the Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of

the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or

modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

10. MISCELLANEOUS.

(a) A

Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities

or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections from two

or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election

received from the registered owner of such Registrable Securities.

(b) The

Company shall not file any other registration statements on Form S-3, Form S-1, or otherwise (other than a registration statement on Form

S-8) until the initial Registration Statement required hereunder is declared effective by the SEC, provided that this Section 10(b) shall

not prohibit the Company from filing amendments to registration statements already filed. The Company shall not include any other securities

on a Registration Statement unless otherwise agreed by the Investor.

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 pursuant to the notice provisions of the Securities Purchase Agreement or to such other address

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

to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient

of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email service provider containing

the time, date, and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal

service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with this section.

(d) Failure

of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,

shall not operate as a waiver thereof.

(e) The

laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investors as 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 jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New

York County, New York and federal courts for the Southern District of New York sitting New York, 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. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action

or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable

in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement

in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN

CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(f) This

Agreement and the rights, duties and obligations of the Investor hereunder may only be assigned upon the transfer of a Convertible Debenture

or the Conversion Shares issued pursuant to a Convertible Debenture pursuant to the terms and restrictions on transfer set forth in the

Securities Purchase Agreement and the applicable Convertible Debenture. This Agreement and the provisions hereof shall be binding upon

and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the parties. No assignment by any

party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until

the Company shall have received (A) written notice of such assignment and (B) the written agreement of the assignee, in a form reasonably

satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate

of joinder to this Agreement).

(g) The

headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) This

Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered

signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the

Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed

to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.

(i) Each

party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such

other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent

and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j) The

language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of

strict construction will be applied against any party.

(k) This

Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the

Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date first

above written.

COMPANY:

VISIONWAVE HOLDINGS, INC.

By:

/s/Douglas Davis

Name:

Douglas Davis

Title:

CEO

INVESTOR:

YA II PN, Ltd.

By:

Yorkville Advisors Global, LP

Its:

Investment Manager

By:

Yorkville Advisors Global II, LLC

Its:

General Partner

:/s/ Matthew Beckman

Name: Matthew Beckman

Title: Manager

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: e7792_ex10-3.htm · Sequence: 6

EXHIBIT 10.3

GLOBAL GUARANTY AGREEMENT

This Guaranty (as amended, amended and restated, supplemented

or otherwise modified from time to time, this “Guaranty”) is made as of July 20, 2026, by VISIONWAVE TECHNOLOGIES,

INC., a Nevada company (“Technologies”), VISIONWAVE HOLDINGS UK LTD, a company organized in England and Wales (“Holdings

UK”), and SOLAR DRONE LTD., a company incorporated in Israel (“Solar,” and collectively with Technologies

and Holdings UK and any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD.

(“YA II” or the “Creditor”), with respect to all obligations of VISIONWAVE HOLDINGS, INC.,

a Delaware company (the “Debtor”) owed to the Creditor.

RECITALS

WHEREAS, the Creditor and

the Debtor have entered into a Securities Purchase Agreement (as amended, amended and restated, supplemented or otherwise modified from

time to time, the “Agreement”) on July 20, 2026 pursuant to which the Creditor shall provide loans to the Debtor, to

be evidenced by convertible debentures (the “Convertible Debentures”) to be issued by the Debtor to the Creditor, pursuant

to and upon the terms and conditions of the Agreement, in the aggregate amount of up to $15,000,000;

WHEREAS, it is a condition

precedent to the Creditor’s obligation to provide the loan to the Debtor that each Guarantor guarantees all of the Debtor’s

obligations under the Agreement, the Convertible Debentures issued thereunder, and all other instruments, agreements or other items executed

or delivered (collectively, the “Transaction Documents”) by the Debtor to the Creditor in connection with or related

to the Agreement. The Creditor is only willing to enter into the Agreement and provide loans to the Debtor if each Guarantor agrees to

execute and deliver to the Creditor this Guaranty; and

WHEREAS, the Guarantors

are, or will be at the time of issuance of the Convertible Debentures, wholly owned, or majority owned subsidiaries of the Debtor and

will benefit, directly or indirectly, from the Debtor entering into the Agreement, the issuance of the Convertible Debentures, and other

Transaction Documents and extensions of credit the Creditor will make to Debtor;

NOW, THEREFORE, for good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor covenants and agrees as follows:

1. Guaranty

of Payment and Performance. Each Guarantor, jointly and severally, hereby guarantees to the Creditor the full, prompt and unconditional

payment when due (whether at maturity, by acceleration or otherwise), and the performance, of all liabilities, agreements and other obligations

of the Debtor to the Creditor contained in the Convertible Debentures and the Transaction Documents (all the foregoing, collectively,

the “Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment

and performance of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Creditor

first attempt to collect or require the performance of any of the Obligations from the Debtor or resort to any security or other means

of obtaining their payment. Should the Debtor default in the payment or performance of any of the Obligations, the obligations of the

Guarantors hereunder shall become immediately due and payable to the Creditor, without demand or notice of any nature, all of which are

expressly waived by the Guarantors.

2. Limited

Guaranty. The liability of the Guarantor hereunder shall be limited to the amount of the Obligations due to the Creditor. Notwithstanding

anything to the contrary contained herein, the liability of each Guarantor hereunder shall be limited to the maximum amount that can be

guaranteed by such Guarantor without rendering this Guaranty, as to such Guarantor, void or voidable under any applicable law relating

to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally.

3. Waivers

by Guarantors; Creditor’s Freedom to Act. Each Guarantor hereby agrees that the Obligations will be paid and performed strictly

in accordance with their terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any

of such terms or the rights of the Creditor with respect thereto. Each Guarantor waives presentment, demand, protest, notice of acceptance,

notice of Obligations incurred and all other notices of any kind, all defenses that may be available by virtue of any valuation, stay,

moratorium law or other similar law now or hereafter in effect (other than payment in full of the Obligations), any right to require the

marshalling of assets of the Debtor, and all suretyship defenses generally. Without limiting the generality of the foregoing, each Guarantor

agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and agrees that

the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the

failure of the Creditor to assert any claim or demand or to enforce any right or remedy against the Debtor; (ii) any extensions or renewals

of, or alteration of the terms of, any Obligation or any portion thereof unless entered into by the Creditor; (iii) any rescissions, waivers,

amendments or modifications of any of the terms or provisions of any agreement evidencing, securing or otherwise executed in connection

with any Obligation unless entered into by the Creditor; (iv) the substitution or release of any entity primarily or secondarily liable

for any Obligation; (v) the adequacy of any rights the Creditor may have against any collateral or other means of obtaining payment or

performance of the Obligations; (vi) the impairment of any collateral securing the Obligations, including without limitation the failure

to perfect or preserve any rights the Creditor might have in such collateral or the substitution, exchange, surrender, release, loss or

destruction of any such collateral; (vii) failure to obtain or maintain a right of contribution for the benefit of such Guarantor; (viii)

errors or omissions in connection with the Creditor’s administration of the Obligations (except behavior constituting bad faith);

or (ix) any other act or omission that might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a release

or discharge of any Guarantor, all of which may be done without notice to any Guarantor.

4. Unenforceability

of Obligations Against Debtor. If for any reason the Debtor is under no legal obligation to discharge or perform any of the Obligations,

or if any of the Obligations have become irrecoverable from the Debtor by operation of law or for any other reason, this Guaranty shall

nevertheless be binding on the Guarantors to the same extent as if the Guarantors at all times had been the principal obligors on all

such Obligations. In the event that acceleration of the time for payment of the Obligations is stayed upon the insolvency, bankruptcy

or reorganization of the Debtor, or for any other reason, all such amounts otherwise subject to acceleration under the terms of any agreement

evidencing, securing or otherwise executed in connection with any Obligation shall be immediately due and payable by the Guarantors.

5. Subrogation;

Subordination. Until the payment and performance in full of all Obligations, the Guarantors shall not exercise any rights against

the Debtor arising as a result of payment by the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim

in competition with the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors

will not claim any set-off or counterclaim against the Debtor in respect of any liability of the Guarantors to the Debtor; and the Guarantors

waive any benefit of and any right to participate in any collateral that may be held by the Creditor. The payment of any amounts due with

respect to any indebtedness of the Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of

the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantors

will not demand, sue for or otherwise attempt to collect any such indebtedness of the Debtor to the Guarantors until the Obligations shall

have been paid or performed in full. If, notwithstanding the foregoing sentence, the Guarantors shall collect, enforce or receive any

amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Creditor

and be paid over to the Creditor on account of the Obligations without affecting in any manner the liability of the Guarantors under the

other provisions of this Guaranty.

6. Termination;

Reinstatement. This Guaranty is irrevocable and shall continue until such time as the Obligations have been indefeasibly paid

or performed in full. This Guaranty shall be reinstated if at any time any payment made or value received with respect to an Obligation

is rescinded or must otherwise be returned by the Creditor upon the insolvency, bankruptcy or reorganization of the Debtor, or otherwise,

all as though such payment had not been made or value received.

7. Successors

and Assigns. This Guaranty shall be binding upon each Guarantor, its successors and assigns, and shall inure to the benefit of

and be enforceable by the Creditor and the Creditor’s shareholders, officers, directors, agents, successors and assigns.

8. Amendments

and Waivers. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom

shall be effective unless the same shall be in writing and signed by the Creditor. No failure on the part of the Creditor to exercise,

and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right

hereunder preclude any other or further exercise thereof or the exercise of any other right.

9. Notices.

All notices and other communications called for hereunder to the Creditor or the Debtor shall be made in writing as provided in the Agreement.

All notices and other communications called for hereunder to the Guarantors shall be made in writing as provided on Schedule I attached

hereto or as the Guarantors may otherwise notify the Creditor.

10. Governing

Law; Consent to Jurisdiction Waiver of Jury Trial. This Guaranty is intended to take effect as a sealed instrument and shall be

governed by, and construed in accordance with, the laws of the State of New York (excluding the laws applicable to conflicts or choice

of law). The Guarantor agrees that any suit for the enforcement of this Guaranty may be brought in the courts of the State of New York,

New York County and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit’s being

made upon any Guarantor by mail at the address set forth at the head of this Guaranty. The Guarantor hereby waives any objection that

it may now or hereafter have to the venue of any such suit or any such court or that such suit was brought in an inconvenient court. EACH

PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING

DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR

THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

11. Counterparts;

Effectiveness. This Guaranty may be executed in identical counterparts, both which shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically

scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail

attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Guaranty.

[Rest of page intentionally left

blank. Signature page follows.]

IN WITNESS WHEREOF, each

Guarantor has caused this Guaranty to be executed and delivered as a sealed instrument as of the date appearing on page one.

VISIONWAVE TECHNOLOGIES, INC.

By:

/s/Douglas Davis

Name:

Title:

VISIONWAVE HOLDINGS UK LTD

By:

/s/Douglas Davis

Name:

Title:

SOLAR DRONE LTD

By:

/s/Douglas Davis

Name:

Title:

Schedule I

The Guarantors

VISIONWAVE TECHNOLOGIES, INC.

Contact Info:

[______________]

Email: [______________]

Telephone: [____________]

VISIONWAVE HOLDINGS UK LTD

Contact Info:

[______________]

Email: [______________]

Telephone: [____________]

SOLAR DRONE LTD

Contact Info:

[______________]

Email: [______________]

Telephone: [____________]

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: e7792_ex10-4.htm · Sequence: 7

EXHIBIT 10.4

July 20, 2026

Via Email

Dream America Marketing Services, Ltda.

Davivienda Bldg, 1st fl. Meridiano Business Center, Escazú, SJ

10203, Costa Rica

Attention: Cynthia Elena Mora, Manager & Director

Re: Consent to Yorkville Arrangements

Ladies and Gentlemen:

Reference is made to (a) that certain Promissory Note in the original principal

amount of $6,000,000, issued by VisionWave Holdings, Inc. to Dream America Marketing Services, Ltda. (the “Loan Agreement”),

dated as of April 10, 2026, between Dream America Marketing Services, Ltda. (the “Lender”) and VisionWave Holdings,

Inc., (b) that certain Securities Purchase Agreement, dated as of July ___, 2026 (the “SPA”), by and between VisionWave

Holdings, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company

(“Yorkville”), and (c) those certain Convertible Debentures in the principal amount of up to $15,000,000 (the “Debentures”)

to be issued by the Company to Yorkville in accordance with the terms of the SPA. Capitalized terms not otherwise defined herein shall

have the meanings given to them in the Loan Agreement, the SPA, or the Debentures, as applicable.

In connection with providing the Company with the funding pursuant to the

Debentures, Yorkville is requiring the Company to make certain agreements in respect of the Loan Agreement as set forth herein.

For good and valuable consideration, the Lender hereby (a) agrees not to

demand, request, accept, receive or apply any cash payments from the Company (or any of its affiliates) in respect of the Loan Agreement

(including without limitation any payments of principal, interest, fees, default interest, premiums, costs or expenses), and any such

cash payments that are tendered or received shall, at the Company’s request, be returned promptly to the Company (or, if applicable,

held in suspense and not applied) unless otherwise consented to in writing by Yorkville, until the obligations in respect of the Debentures

have been indefeasibly paid in full, (b) agrees not to exercise its rights and remedies upon the occurrence of any default under the Loan

Agreement until the obligations in respect of the Debentures have been indefeasibly paid in full, (c) consent to the Company’s incurrence

of indebtedness under the Debentures, and (d) consent to payments required to be made under the Debentures, whether made in cash or through

the issuance and sale of shares of the Company’s common stock, and the use of the proceeds of such issuances and sales to repay

the Debentures.

The parties hereby ratify, confirm, and reaffirm the terms and conditions

of the Loan Agreement and acknowledge and agree that, except as otherwise expressly amended pursuant to the terms and conditions of this

side letter, all terms and conditions of the Loan Agreement shall remain in full force and effect.

Thank you for your continued support of VisionWave.

Very truly yours,

VISIONWAVE HOLDINGS, INC.

By:

/s/ Douglas Davis

Name:

Douglas Davis

Title:

CEO & Executive Chairman

Accepted and agreed:

DREAM AMERICA MARKETING SERVICES, LTDA.

By:

/s/ Cynthia Elena Mora

Name:

Cynthia Elena Mora

Title:

Manager & Director

EX-10.5 — EXHIBIT 10.5

EX-10.5

Filename: e7792_ex10-5.htm · Sequence: 8

EXHIBIT 10.5

July 20, 2026

Via Email

Adrian Holdings S.R.L.

San José, Escazú, San Rafael, Guachipelín, Centro

Comercial Distrito Cuatro, Oficina 317, Costa Rica

Attention: Mauricio Ernesto Lara Ramos, Manager & Legal Representative

Re: Consent to Yorkville Arrangements

Ladies and Gentlemen:

Reference is made to (a) that certain Promissory Note in the original principal

amount of $10,000,000, issued by VisionWave Holdings, Inc. to Adrian Holdings S.R.L. (the “Loan Agreement”), dated

as of January 5, 2026, between Adrian Holdings S.R.L. (the “Lender”) and VisionWave Holdings, Inc., (b) that certain

Securities Purchase Agreement, dated as of July ___, 2026 (the “SPA”), by and between VisionWave Holdings, Inc., a

Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”),

and (c) those certain Convertible Debentures in the principal amount of up to $15,000,000 (the “Debentures”) to be

issued by the Company to Yorkville in accordance with the terms of the SPA. Capitalized terms not otherwise defined herein shall have

the meanings given to them in the Loan Agreement, the SPA, or the Debentures, as applicable.