Form 8-K

8-K — FARADAY FUTURE INTELLIGENT ELECTRIC INC.

Accession: 0001213900-26-058020

Filed: 2026-05-18

Period: 2026-05-15

CIK: 0001805521

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

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: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0291150-8k_faraday.htm (Primary)

EX-4.1 — FORM OF NOTE (ea029115001ex4-1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED MAY 15, 2026, BY AND AMONG FARADAY FUTURE INTELLIGENT ELECTRIC INC. AND THE PARTIES THERETO (ea029115001ex10-1.htm)

EX-10.2 — FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT, DATED MAY 15, 2026, BY AND AMONG FARADAY FUTURE INTELLIGENT ELECTRIC INC. AND THE PARTIES THERETO (ea029115001ex10-2.htm)

EX-10.3 — PLACEMENT AGENCY AGREEMENT, DATED MAY 15, 2026, BY AND BETWEEN FARADAY FUTURE INTELLIGENT ELECTRIC INC. AND UNIVEST SECURITIES, LLC (ea029115001ex10-3.htm)

EX-99.1 — PRESS RELEASE DATED MAY 15, 2026 (ea029115001ex99-1.htm)

GRAPHIC (ea029115001_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-05-15

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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):

May 15, 2026

Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39395

84-4720320

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

1990 E. Grand Avenue

El Segundo, CA

90245

(Address of principal executive offices)

(Zip Code)

(424) 276-7616

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Class A common stock, par value $0.0001 per share

FFAI

The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share

FFAIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On May 15, 2026 (the “Signing Date”),

Faraday Future Intelligent Electric Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase

Agreement”) with certain institutional investors (collectively, the “Investors”). Pursuant to the Purchase Agreement,

the Company has agreed to sell, and the Investors have agreed to purchase, for an aggregate purchase price of $25 million, certain senior

convertible notes in the aggregate principal amount of $25 million (the “Notes”) that are convertible into shares of the Company’s

Class A common stock, par value $0.0001 per share (the “Common Stock”). The closing (the “Closing”) occurred on

May 15, 2026 (the “Closing Date”). The Notes and the shares of Common Stock issuable upon conversion of the Notes are collectively

referred to as the “Securities”.

Pursuant to the Purchase Agreement, the Company

has agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the

“Commission”) within 45 calendar days of the Closing Date, to register for resale 200% of the shares of Common Stock issuable

pursuant to the Notes, and seek effectiveness within 105 days following the Closing Date, and keep such Registration Statement effective

at all times until no Investor owns any Notes or shares of Common Stock issuable upon conversion or exercise thereof.

Notes

Maturity Date; Interest.

Pursuant to the Notes, interest will commence

accruing on the date of issuance (the “Issuance Date”) at the interest rate of 8% per annum (the “Interest Rate”)

and will be computed on the basis of a 360-day year and twelve 30-day months and will be payable on a Conversion Date (as defined in the

Notes) with respect to the Conversion Amount (as defined in the Notes) being converted on such Conversion Date, with any remaining accrued

and unpaid interest payable on the one-year anniversary of the issuance date thereof (the “Maturity Date”) (each Conversion

Date and Maturity Date, an “Interest Date”).

Interest will be payable to the noteholders on

each Interest Date in shares of Common Stock, subject to certain conditions set forth in the Notes. Prior to the payment of interest on

an Interest Date, interest on the Notes will accrue at the Interest Rate and will be payable by way of inclusion of the interest in the

Conversion Amount on each Conversion Date, or upon any redemption, unless in the event of an event of default, in which case the interest

rate of the Notes will automatically be increased to 15% per annum (the “Default Rate”). In the event such default has been

cured, the Default Rate will cease to be effective as of the calendar day immediately following the date of such cure; provided that the

interest as calculated and unpaid at the Default Rate during the continuance of that certain default will continue to apply to the extent

relating to the days after the occurrence of such default through and including the cure date of such default.

The Maturity Date may be extended by the noteholders

under circumstances specified therein. On the Maturity Date, the Company must pay the noteholders an amount in cash representing all outstanding

principal, accrued and unpaid interest on such principal and interest and accrued and unpaid Late Charges (as defined in the Notes). Other

than as specifically permitted by the Notes, the Company may not prepay any portion of the outstanding principal and accrued, unpaid interest

or accrued and unpaid Late Charges on principal and interest, if any.

Conversion; Conversion at Option of Holder

Each noteholder may convert all, or any portion,

of the Notes, at any time at such noteholder’s option, into shares of Common Stock, at an initial conversion price per share as

set forth in the form of Note attached as Exhibit 4.1 hereto (the “Conversion Price”), subject to adjustment as provided in

the Notes, in an amount equal to 108% of the portion of the (i) principal, (ii) interest, (iii) an amount equal to the amount of additional

interest that would accrue under the Note at the Interest Rate then in effect had the Note remained outstanding through and including

the Maturity Date, (iv) accrued and unpaid Late Charges with respect to such principal and interest of the Note and (v) other amounts

outstanding under the Note to be converted, redeemed or otherwise with respect to which such determination is being made.

Adjustments of the Conversion Price

If on or after the date the Notes are issued (the

“Subscription Date”), the Company issues or sells any shares of Common Stock, subject to certain exclusions, for consideration

per share that is less than the Conversion Price then in effect, the Conversion Price will be adjusted downward to the applicable New

Issuance Price (as defined in the Notes). The Conversion Price will also be proportionately adjusted for stock splits, stock dividends,

stock combinations, recapitalizations and similar transactions affecting the Common Stock. In addition, if the Company issues Variable

Price Securities (as defined in the Notes) after the Subscription Date, the Holder may substitute the applicable Variable Price (as defined

in the Notes) for the Conversion Price upon conversion of the Notes. Subject to the rules and regulations of the Nasdaq Stock Market LLC

(“Nasdaq”) and the prior written consent of the noteholder, the Company may voluntarily reduce the then-current Conversion

Price to any amount and for any period of time deemed appropriate by the Company’s board of directors.

Floor Price

The Floor Price of the Notes is $0.15528 per share

of Common Stock, subject to the Company’s right to reduce, from time to time, to a price per share not contrary to the rules and

regulations promulgated by Nasdaq (and other adjustments for stock splits, stock dividends, stock combinations, recapitalizations and

similar events).

Alternate Conversion

Each noteholder may alternatively elect to convert

the Notes, at any time at such noteholder’s option, into shares of Common Stock at the “Alternate Conversion Price”

equal to the lower of:

● the Conversion Price then in effect; and

● the greater of:

● the Floor Price; and

● the lowest volume weighted average price (“VWAP”)

of the Common Stock during the five consecutive trading days ending and including the trading day immediately preceding the delivery

or deemed delivery of the applicable conversion notice.

Floor Breach Event

If on any Conversion Date, the Conversion Price

then in effect would have otherwise been lower than the Floor Price then in effect, the Company is required to pay to each noteholder

an amount in cash equal to the product obtained by multiplying (A) the higher of (1) the highest price of the Common Stock on the trading

day immediately preceding the applicable Conversion Date and (2) the applicable Alternate Conversion Price, and (B) the difference between

(1) the number of shares the noteholder would have received at the Conversion Price as it would have been adjusted notwithstanding the

Floor Price and (2) the Floor Price. Alternatively, the Company may, at its option, increase the then outstanding principal amount of

the applicable Note by such amount.

If, during any period of ten consecutive trading

days, the daily VWAP (as defined in the Notes) of the Common Stock is less than the Floor Price on five or more Trading Days, a “Floor

Breach Event” shall occur, upon which the Company shall have a period of 30 calendar days (and 20 calendar days for each subsequent

Floor Breach Event) to, if permitted by Nasdaq, cure such Floor Breach Event by resetting the Floor Price to a level such that the daily

VWAP of the Common Stock equals or exceeds such reset Floor Price for at least ten consecutive trading days. A Floor Breach Event will

also be deemed cured if the daily VWAP equals or exceeds the Floor Price for ten consecutive trading days without any reset. If the Company

fails to cure a Floor Breach Event within the applicable cure period, the noteholder may require the Company to redeem all or any portion

of the Conversion Amount for cash at a price equal to the Conversion Amount of the Notes, which amount is due and payable within five

trading days after the Company’s receipt of the applicable redemption notice; provided that the noteholder retains all rights to

effect conversions during the continuance of such Floor Breach Event and until the Floor Redemption Price is paid in full.

Limitations on Conversion

Beneficial Ownership Limitation. A noteholder

does not have the right to convert any portion of a Note to the extent that, after giving effect to such conversion, the noteholder (together

with certain related parties) would beneficially own in excess of 9.99% (the “Maximum Percentage”), of shares of Common Stock

outstanding immediately after giving effect to such conversion. The Maximum Percentage may be raised or lowered to any other percentage

not in excess of 9.99%, at the option of the noteholder, except that any increase will only be effective upon 61 days’ prior notice

to the Company.

Exchange Cap Limitation. Unless the Company

obtains the approval of its stockholders in accordance with Nasdaq Listing Rules 5635(d) (19.99% of the outstanding shares of Common Stock

on the Signing Date) will be issuable upon conversion or exercise, as applicable, or otherwise pursuant to the terms of the Notes.

Redemption Rights

Company Optional Redemption. The Company

has the option to redeem the Notes at an 8% redemption premium to the greater of (i) the shares of Common Stock then outstanding under

the Notes and (ii) the equity value of Common Stock underlying the Notes. The equity value of Common Stock underlying the Notes is calculated

using the greatest closing sale price of the Common Stock during the period commencing on the date immediately preceding notice of such

redemption and ending on the trading day immediately prior to the date the Company makes the entire payment required to be made for such

redemption.

Bankruptcy Event of Default Mandatory Redemption.

Upon any bankruptcy event of default, the Company must immediately redeem in cash all amounts due under the Notes at an 8% premium unless

the noteholder waives such right to receive such payment.

Deposit Account Control Agreement

The Company’s obligations under each Note are secured by a Deposit

Account Control Agreement (each, a “DACA”) with respect to the Accounts (as defined in the DACA). The Company acknowledges

and agrees that the Investor is authorized to send instructions to the Deposit Holder (as defined in the DACA) directing the disposition

of the funds held in the Accounts.

Placement Agency Agreement

On the Signing Date, the Company also entered

into a placement agency agreement (the “PAA”) with Univest Securities, LLC, the placement agent for the offering (the “Placement

Agent”), in connection with the transactions contemplated under the Purchase Agreement. Pursuant the PAA, the Company agreed to

pay to the Placement Agent (i) a cash fee equal to a percentage of (A) the gross proceeds received by the Company from the sale of the

Notes and (B) any actual amounts released to the Company from the Accounts; and (ii) a $125,000 out-of-pocket expenses to cover the reasonable

fees and expenses of Placement Agent’s counsel and due diligence analysis.

The foregoing summaries of the Purchase Agreement,

the form of Note, the DACA, the PAA, and the transactions contemplated thereby 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 herewith as Exhibits 10.1, 4.1, 10.2 and 10.3, respectively,

to this Current Report on Form 8-K and each of which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation Under an Off Balance Sheet Arrangement of a Registrant

The disclosure included in Item 1.01 of this Current

Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure included in Item 1.01 of this Current

Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On May 15, 2026, the Company issued a press release

with respect to the transactions set forth in Item 1.01 of this Current Report on Form 8-K. A copy of such press release is furnished

hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of this Current

Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated

by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be

expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

4.1*

Form of Note.

10.1*

Securities Purchase Agreement, dated May 15, 2026, by and among Faraday Future Intelligent Electric Inc. and the parties thereto.

10.2*

Form of Deposit Account Control Agreement, dated May 15, 2026, by and among Faraday Future Intelligent Electric Inc. and the parties thereto.

10.3*

Placement Agency Agreement, dated May 15, 2026, by and between Faraday Future Intelligent Electric Inc. and Univest Securities, LLC.

99.1*

Press release dated May 15, 2026.

104

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

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities

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

FARADAY FUTURE INTELLIGENT ELECTRIC INC.

Date: May 15, 2026

By:

/s/ Koti Meka

Name:

Koti Meka

Title:

Chief Financial Officer

EX-4.1 — FORM OF NOTE

EX-4.1

Filename: ea029115001ex4-1.htm · Sequence: 2

Exhibit 4.1

Exhibit A

FORM OF SENIOR

CONVERTIBLE NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITY

REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THIS SECURITY ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES

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

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

AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS

NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING

THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED

BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS ‎3(c)(iii) AND ‎19(a)

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

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

Faraday Future

Intelligent Electric, Inc.

SENIOR Convertible

Note

Issuance Date: May 15, 2026

Original Principal Amount: U.S. $[_]

FOR VALUE RECEIVED, Faraday Future Intelligent

Electric, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [PURCHASER] or its registered

assigns (“Holder”) the Outstanding Principal Value (as reduced pursuant to the terms hereof pursuant to redemption,

conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date, or upon acceleration, redemption

or otherwise (in each case in accordance with the terms hereof) and to pay (i) interest (“Interest”) on any Outstanding

Principal Value at the applicable Interest Rate (as defined below) and (ii) the Make-Whole Amount (as defined below), in each case from

the date set forth above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether

upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This

Convertible Note (including all Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”,

together with the Other Notes (as defined below), collectively, the “Notes”) was issued pursuant to the Securities

Purchase Agreement, dated as of May 15, 2026 (the “Subscription Date”), by and among the Company and the purchasers

(the “Buyers”) referred to therein (as amended from time to time, the “Securities Purchase Agreement”).

As used herein, the term “Other Notes” shall mean the Convertible Notes other than this Note issued to a Purchaser

pursuant to the Securities Purchase Agreement. Certain capitalized terms used herein are defined in Section ‎31.

1. PAYMENTS

OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all Outstanding Principal Value,

accrued and unpaid Interest on such Outstanding Principal Value and Interest and accrued and unpaid Late Charges (as defined in Section

24(c)). Other than as specifically permitted by this Note, the Company may not prepay any portion of the Outstanding Principal Value and

accrued, unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any. Notwithstanding anything herein to the

contrary, with respect to any conversion or redemption hereunder, as applicable, the Company shall convert or redeem, as applicable, in

the following order: first, all accrued and unpaid Late Charges on any Outstanding Principal Value and Interest hereunder and under any

other Notes held by the Holder and all other amounts owed to the Holder under any other Transaction Document; second, all accrued and

unpaid Interest and all Make-Whole Amount hereunder and under any other Notes held by such Holder; third, all other amounts (other than

Principal) outstanding under any other Notes held by such Holder; and fourth, all Outstanding Principal Value outstanding hereunder and

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

2. INTEREST;

INTEREST RATE.

(a) Interest

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

and shall be payable in shares of Common Stock on a Conversion Date with respect to the Conversion Amount being converted on such Conversion

Date, with any remaining accrued and unpaid Interest payable in cash on the Maturity Date (each, an “Interest Date”).

(b) Prior

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

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

accordance with Section 11 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during the

continuance of any Event of Default, the Interest Rate shall automatically be increased to the Default Rate. In the event that such Event

of Default is subsequently cured (and no other Event of Default then exists, including, without limitation, for the Company’s failure

to pay such Interest at the Default Rate on the applicable Interest Date), the adjustment referred to in the preceding sentence shall

cease to be effective as of the calendar day immediately following the date of such cure; provided that the Interest as calculated and

unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days

after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

3. CONVERSION

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

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

(a) Conversion

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

entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid and

non-assessable shares of Common Stock in accordance with Section ‎3‎(c), at the Conversion Rate (as defined below). The Company

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

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

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

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

delivery of Common Stock upon conversion of any Conversion Amount.

(b) Conversion

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

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

(i) “Conversion

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

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

(iii) Make-Whole Amount (iv) accrued and unpaid Late Charges with respect to such Principal of this Note and Interest and Make-Whole

Amount, and (v) other amounts outstanding under this Note to be converted, redeemed or otherwise with respect to which this determination

is being made.

(ii) “Conversion

Price” shall mean, subject to adjustment as provided herein, as of any Conversion Date or other date of determination, $0.3882.

of Conversion.

(i) Optional

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

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

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

to the Company. If required by Section ‎3‎(c)‎(iii), within two (2) Trading Days following a conversion of this Note as aforesaid,

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

undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section ‎18(b)). On or before

the first (1st) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required

pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion

Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the

Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated

Securities Transfer Program (“FAST”), credit such aggregate number of shares of Common Stock to which the Holder shall

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

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

reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder

or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If this Note

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

the Outstanding Principal Value portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in

no event later than one (1) Business Day after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee)

a new Note (in accordance with Section ‎18(d)) representing the Outstanding Principal Value not converted. The Person or Persons entitled

to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or

holders of such shares of Common Stock on the Conversion Date.

(ii) Company’s

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

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

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

register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s designee

with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as

the case may be), or (II) (A) a Registration Statement covering the resale of the shares of Common Stock that are the subject of the Conversion

Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares

and the Company fails to promptly (x) so notify the Holder and (y) deliver the shares of Common Stock electronically without any restrictive

legend by crediting such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such conversion to the

Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system and (B) the Unavailable

Conversion Shares are not eligible to be resold by the Holder pursuant to Rule 144 (the event described in the immediately foregoing clause

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

“Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in

cash to the Holder on each day after such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected

an amount equal to 1% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the

Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by the Holder

in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery

Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned

(as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding

of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such

notice pursuant to this Section ‎3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline

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

and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the

Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares

of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation

pursuant to clause (II) below, and if on or after such Share Delivery Deadline the Holder acquires (in an open market transaction, stock

loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such

conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion

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

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

in an amount equal to the Holder’s total purchase price (including brokerage commissions, stock loan costs and other out-of-pocket

expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf,

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

(and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable,

with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the

case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver

to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such

Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s

conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over

the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading

Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under

this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies

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

with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver

such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

(iii) Registration;

Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and addresses

of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”). The

entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes

shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation,

the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may be assigned,

transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written

request to assign, transfer or sell all or part of any Registered Note by the holder thereof, the Company shall record the information

contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount

of the surrendered Registered Note to the designated assignee or transferee pursuant to Section ‎18, provided that if the Company

does not so record an assignment, transfer or sale (as the case may be) of all or part of any Registered Note within two (2) Business

Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case

may be). Notwithstanding anything to the contrary set forth in this Section ‎3, following conversion of any portion of this Note in

accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full

Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion

thereof as contemplated by Section ‎3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may

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

shall maintain records showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such

conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company,

so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal,

Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may

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

(iv) Pro

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

Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company, subject

to Section ‎3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount of such

holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for conversion on such date

by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event of a dispute

as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall issue

to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section ‎23. If a Conversion

Notice delivered to the Company would result in a breach of Section 3(d)(i) below, and the Holder does not elect in writing to withdraw,

in whole, such Conversion Notice, the Company shall hold such Conversion Notice in abeyance until such time as such Conversion Notice

may be satisfied without violating Section 3(d)(i) below (with such calculations thereunder made as of the date such Conversion Notice

was initially delivered to the Company). Notwithstanding the foregoing and for the avoidance of doubt, any such Conversion Notice being

held in abeyance pursuant hereto shall not constitute a Conversion Failure or an Event of Default, nor shall it cause the accrual of any

Late Charges. Notwithstanding the foregoing, at the election of the Holder, in its sole discretion and by written notice to the Company,

once such Conversion Notice may be satisfied without violating Section 3(d)(i), such Conversion Notice shall cease to be held in abeyance

and the Company shall treat such Conversion Notice as a valid and effective Conversion Notice delivered on the date originally received

by the Company, with all calculations hereunder (including, without limitation, the Conversion Price and the number of shares of Common

Stock issuable) determined as of such original delivery date, and the Company shall promptly deliver such shares in accordance with Section

3(c).

(d) Limitations

on Conversions.

(i) Beneficial

Ownership. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert

any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated

as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively

would beneficially own in excess of 9.99% or such lesser amount as specified by the Holder in a written notice received by the Company

on or prior to the Closing Date (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after

giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially

owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other

Attribution Parties plus the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination

of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining,

nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion

of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes

or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on

conversion or exercise analogous to the limitation contained in this Section ‎3(d)(i). For purposes of this Section ‎3(d)(i),

beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding

shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may

rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K,

Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public

announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of

shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion

Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share

Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that

such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section ‎3(d)(i),

to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant

to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)

Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.

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

securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported

Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this

Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum

Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares

so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage

(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have

the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time

increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the

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

the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company

and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of

Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms

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

for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert this Note pursuant to this paragraph

shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility.

The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of

this Section ‎3(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective

or inconsistent with the intended beneficial ownership limitation contained in this Section ‎3(d)(i) or to make changes or supplements

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

apply to a successor holder of this Note.

(ii) Principal

Market Regulation The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the

terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the

Company may issue upon conversion of the Notes or otherwise pursuant to the terms of this Note (as the case may be) without breaching

the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without

violating such rules and regulations, including rules related to the aggregation of offerings under NASDAQ Listing Rule 5635(d), 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 Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains

a written opinion from counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the

Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise

(as the case may be) of any Notes or otherwise pursuant to the terms of the Notes, shares of Common Stock in an amount greater than the

product of (i) the Exchange Cap as of the Subscription Date multiplied by (ii) the quotient of (1) the original principal amount of Notes

issued to such Buyer pursuant to the Securities Purchase Agreement on each Closing Date (as defined in the Securities Purchase Agreement)

divided by (2) the aggregate original principal amount of all Notes issued to the Buyers pursuant to the Securities Purchase Agreement

on each Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall

sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s

Exchange Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply

to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full

of a holder’s Notes, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common

Stock actually issued to such holder upon such holder’s conversion in full of such Notes shall be allocated, to the respective Exchange

Cap Allocations of the remaining holders of Notes on a pro rata basis in proportion to the shares of Common Stock underlying the Notes

then held by each such holder of Notes. At any time after the Stockholder Approval Deadline (as defined in the Securities Purchase Agreement),

in the event that the Company is prohibited from issuing shares of Common Stock pursuant to this Section 3(d)(ii) (the “Exchange

Cap Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this Note convertible into such

Exchange Cap Shares at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the greatest Closing

Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion

Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section

3(d)(ii), and (ii) to the extent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket

expenses, if any, of the Holder incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).

(e) Floor

Breach Event. If during any period of ten (10) consecutive Trading Days, the daily VWAP of the Company’s Common Stock is less

than the Floor Price on five (5) or more such Trading Days (a “Floor Breach Event”), then a cure period shall commence.

The cure period shall be (i) thirty (30) calendar days with respect to the first Floor Breach Event and (ii) twenty (20) calendar days

with respect to the second and each subsequent Floor Breach Event. During the applicable cure period, the Company may, if permitted by

Nasdaq, cure such Floor Breach Event by resetting the Floor Price to a level such that the daily VWAP of the Common Stock equals or exceeds

such reset Floor Price for at least ten (10) consecutive Trading Days. A Floor Breach Event shall also be deemed cured if, without any

such reset of the Floor Price by the Company, the daily VWAP of the Common Stock equals or exceeds the Floor Price for ten (10) consecutive

Trading Days. If the Company fails to cure a Floor Breach Event within the applicable cure period, the Holder shall have the right, at

its option, upon written notice to the Company (a “Floor Breach Redemption Notice”) delivered at any time following

the expiration of such cure period and during the continuance of such uncured Floor Breach Event, to require the Company to redeem all

or any portion of the Conversion Amount of this Note for cash, at a price equal to the Conversion Amount of the Notes (the “Floor

Redemption Price”), which Floor Redemption Price shall be due and payable by the Company within five (5) Trading Days following

receipt of such notice; provided, however, that the Holder shall retain all rights to effect conversions at any time during the continuance

of such Floor Breach Event and until the Floor Redemption Price is paid in full. For the avoidance of doubt, Floor Breach Events shall

be counted on a cumulative basis and shall not reset upon any cure.

(f) Right

of Alternate Conversion.

(i) General.

(1) Alternate

Optional Conversion. Subject to Section 3(d), at any time or times on or after the Issuance Date, at the option of the Holder, the

Holder may convert (each, an “Alternate Optional Conversion”, and the date of such Alternate Optional Conversion, an

“Alternate Optional Conversion Date”) all, or any part, of the outstanding and unpaid Conversion Amount into validly

issued, fully paid and non-assessable shares of Common Stock (such portion of the Conversion Amount subject to such Alternate Optional

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

(2) Alternate

Conversion Upon an Event of Default. Subject to Section 3(d), at any time after the occurrence of an Event of Default (regardless

of whether such Event of Default has been cured, or if the Company has delivered an Event of Default Notice to the Holder or if the Holder

has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of Default has occurred),

the Holder may, at the Holder’s option, convert (each, an “Alternate Event of Default Conversion” and together

with each Alternate Optional Conversion, each, an “Alternate Conversion”, and the date of such Alternate Event of Default

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

Date, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion

Amount subject to such Alternate Conversion, the “Alternate Event of Default Conversion Amount” and together with each

Alternate Optional Conversion Amount, each, an “Alternate Conversion Amount”) into shares of Common Stock at the Alternate

Conversion Price.

(ii) Mechanics

of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuant

to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes hereunder

with respect to such Alternate Conversion and, solely with respect to the calculation of the number of shares of Common Stock issuable

upon conversion of any Conversion Amount in an Alternate Event of Default Conversion, with “Redemption Premium of the Conversion

Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such

Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(f) of this Note that the Holder is

electing to use the Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary in this Section 3(f), but

subject to Section 3(d), until the Company delivers shares of Common Stock representing the applicable Alternate Conversion Amount to

the Holder, such Alternate Conversion Amount may be converted by the Holder into shares of Common Stock pursuant to Section 3(c) without

regard to this Section 3(f). In the event of an Alternate Conversion pursuant to this Section 3(f) of all, or any portion, of this Note,

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

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

premium due under this Section 3(f), together the Alternate Conversion Price used in such Alternate Conversion, as applicable, is intended

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

not as a penalty. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without

limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Common Stock in

connection with any Alternate Conversion.

4. RIGHTS

UPON EVENT OF DEFAULT.

(a) Event

of Default. Each of the following events shall constitute an “Event of Default” and each of the events in clauses

‎(vii), ‎(viii) and ‎(ix) shall constitute a “Bankruptcy Event of Default”:

(i) the

suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period

of ten (10) consecutive Trading Days;

(ii) the

failure of the Registration Statement (as defined in the Securities Purchase Agreement) to be filed with the SEC on or prior to the date

that is five (5) days after the Filing Deadline (as defined in the Securities Purchase Agreement), or to be declared effective by the

SEC on or prior to the date that is five (5) days after the Effectiveness Deadline (as defined in the Securities Purchase Agreement);

(iii) the

Company’s (A) failure to cure a Conversion Failure by delivery of the required number of freely tradeable shares of Common Stock

within five (5) Trading Days after the applicable Conversion Date or exercise date (as the case may be) or (B) notice, written or oral,

to any holder of the Notes, including, without limitation, by way of public announcement or through any of its agents, at any time, of

its intention not to comply, as required, with a request for conversion of any Notes into shares of Common Stock that is requested in

accordance with the provisions of the Notes, other than pursuant to Section ‎3(d); provided, that on five (5) occasions during

the life of this Note (aggregated with all other such occasions occurring under this Section 4(a)(iii) and Section 4(a)(v) of this Note),

the Company shall be granted one (1) additional Trading Day to deliver the required number of freely tradeable shares of Common Stock;

provided, further, that such additional Trading Day shall not limit, impair or otherwise affect any rights or remedies of the Holder pursuant

to Section 3(c)(ii) (including, without limitation, any buy-in or related damages thereunder) or otherwise under this Note or any other

Transaction Document, and shall not be deemed to extend the Share Delivery Deadline for any purpose.

(iv) the

Company’s or any Subsidiary’s failure to pay to the Holder any amount of Outstanding Principal Value, Interest, Make-Whole

Amount, Late Charges or other amounts when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s

failure to pay any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase

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

hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure

remains uncured for a period of at least five (5) Trading Days;

(v) the

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

this Note as and when required hereunder or pursuant to any other Transaction Document (as defined in the Securities Purchase Agreement),

unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5) Trading

Days; provided, that on five (5) occasions during the life of this Note (aggregated with all other such occasions occurring under

this Section 4(a)(v) and Section 4(a)(iii) of this Note), the Company shall be granted one (1) additional Trading Day to remove any such

restrictive legend on any certificate or any shares of Common Stock issued to the Holder upon conversion of this Note; provided, further,

that such additional Trading Day shall not limit, impair or otherwise affect any rights or remedies of the Holder pursuant to Section

3(c)(ii) (including, without limitation, any buy-in or related damages thereunder) or otherwise under this Note or any other Transaction

Document, and shall not be deemed to extend the Share Delivery Deadline for any purpose.

(vi) the

occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $1,500,000 of Indebtedness

of the Company or any of its Subsidiaries;

(vii) bankruptcy,

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

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

thirty (30) days of their initiation;

(viii) the

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

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

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

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

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

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

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

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

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

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

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

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

(ix) the

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

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

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

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

or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing

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

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

judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period

of thirty (30) consecutive days;

(x) a

final judgment or judgments for the payment of money aggregating in excess of $1,500,000 are rendered against the Company and/or any of

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

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

by insurance or an indemnity from a credit worthy party shall not be included in calculating the $1,500,000 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;

(xi) the

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

any payment with respect to any Indebtedness in excess of $1,500,000 due to any third party (other than, with respect to unsecured Indebtedness

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

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

of any agreement for monies owed or owing in an amount in excess of $1,500,000, which breach or violation permits the other party thereto

to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would,

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

or any Subsidiary, which default or event of default would or is likely to have a Material Adverse Effect (as defined in the Securities

Purchase Agreement) on the business, assets, operations (including results thereof), liabilities, properties, condition (including financial

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

(xii) other

than as specifically set forth in another clause of this Section ‎4(a), the Company or any Subsidiary breaches any representation

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

may not be breached in any respect) or any covenant or other term or condition of any Transaction Document or any Financing Document (as

defined in the Securities Purchase Agreement), except, in the case of a breach of a covenant or other term or condition that is curable,

only if such breach remains uncured for a period of five (5) consecutive Trading Days;

(xiii) a

false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity Conditions

are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;

(xiv) any

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

(xv) any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 14 of this Note;

(xvi) institution

of any steps by any Person to terminate a Pension Plan (as defined in the Existing Senior Securities) if as a result of such termination

the Company or any Subsidiary or any member of the Controlled Group (as defined in the Existing Senior Securities) could reasonably be

expected to be required to make a contribution to such Pension Plan, or could reasonably be expected to incur a liability or obligation

to such Pension Plan, in either case in excess of $1,500,000, (ii) a contribution failure occurs with respect to any Pension Plan sufficient

to give rise to a Lien (as defined in the Securities Purchase Agreement) under ERISA (as defined in the Existing Senior Securities) or

the code (as defined in the Existing Senior Securities), or (iii) there shall occur any withdrawal or partial withdrawal from a Multiemployer

Plan (as defined in the Existing Senior Securities) and the withdrawal liability (without unaccrued interest) to Multiemployer Plans as

a result of such withdrawal (including any outstanding withdrawal liability that the Company or any member of the Controlled Group have

incurred on the date of such withdrawal) exceeds $1,500,000;

(xvii) any

material provision of any Transaction Document or any Financing Documents shall at any time for any reason (other than pursuant to the

express terms thereof) cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability

thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental

authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any

Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document or any

Financing Documents; and

(xviii) any

Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.

(b) Notice

of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note,

the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next day

delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s

receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default (such earlier date, the “Event of

Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”,

and each such period, an “Event of Default Redemption Right Period”) on the twentieth (20th) Trading Day

after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that includes

(I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such

Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such

Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such

Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the Company to redeem (regardless

of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion of this

Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of

Default Redemption Notice shall indicate the portion (if not all) of this Note the Holder is electing to redeem. This Note, or each portion

of this Note, subject to redemption by the Company pursuant to this Section ‎4(b) shall be redeemed by the Company at a price equal

to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium and (ii) the product

of (X) the Conversion Rate (determined by substituting the Alternate Conversion Price for the Conversion Price for purposes of such calculation)

with respect to the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by

(Y) the product of (1) the Redemption Premium multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day

during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company makes the entire

payment required to be made under this Section ‎4(b) (the “Event of Default Redemption Price”). Redemptions required

by this Section ‎4(b) shall be made in accordance with the provisions of Section ‎11. To the extent redemptions required by this

Section ‎4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions

shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d),

until the Event of Default Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted

for redemption under this Section ‎4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder

into Common Stock pursuant to the terms of this Note. In the event of the Company’s redemption of any portion of this Note under

this Section ‎4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability

to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.

Accordingly, any redemption premium due under this Section ‎4(b) is intended by the parties to be, and shall be deemed, a reasonable

estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default

shall not constitute an election of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved.

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

is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date, the Company

shall immediately pay to the Holder an amount in cash representing (i) all Outstanding Principal Value, accrued and unpaid Interest and

accrued and unpaid Late Charges on such Outstanding Principal Value and Interest, and Make-Whole Amount, multiplied by (ii) the Redemption

Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the

Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a

Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder, including

any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default

Redemption Price or any other Redemption Price, as applicable.

5. RIGHTS

UPON FUNDAMENTAL TRANSACTION.

(a) Assumption.

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

obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section ‎5(a)

pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction,

including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written

instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount and interest

rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder, having similar conversion

rights as the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder and (ii) the Successor Entity

(including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market.

Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after

the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company”

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

of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as

the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that

there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in

lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections

‎6 and ‎15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to

such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including

its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note

been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as

adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery

of written notice to the Company to waive this Section ‎5(a) to permit the Fundamental Transaction without the assumption of this

Note. The provisions of this Section ‎5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied

without regard to any limitations on the conversion of this Note.

(b) Notice

of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the

consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such

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

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

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

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

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

of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change

of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount

the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section ‎5 shall be redeemed by

the Company in cash at a price equal to the greatest of (i) the product of (w) the Redemption Premium multiplied by (y) the Conversion

Amount being redeemed, (ii) the product of (x) the Redemption Premium multiplied by (y) the product of (A) the Conversion Amount being

redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during

the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control

and (2) the public announcement of such Change of Control and ending on the date the Holder delivers the Redemption Notice by (II) the

Alternate Conversion Price then in effect and (iii) the product of (y) the Redemption Premium multiplied by (z) the product of (A) the

Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of

any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such

Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing

Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale

Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing

Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided

by (II) the Alternate Conversion Price then in effect (the “Change of Control Redemption Price”). Redemptions required

by this Section ‎5 shall be made in accordance with the provisions of Section ‎11 and shall have priority to payments to stockholders

in connection with such Change of Control. To the extent redemptions required by this Section ‎5(b) are deemed or determined by a

court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments.

Notwithstanding anything to the contrary in this Section ‎5, but subject to Section ‎3(d), until the Change of Control Redemption

Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section ‎5(b)

(together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3.

In the event of the Company’s redemption of any portion of this Note under this Section ‎5(b), the Holder’s damages would

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

the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section

‎5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment

opportunity and not as a penalty.

6. RIGHTS

UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) Purchase

Rights. In addition to any adjustments pursuant to Sections ‎7 or ‎15 below, if at any time the Company grants, issues or

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

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

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

Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any

limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate

Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for the grant, issuance or

sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to

be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,

then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be

entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent

of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date,

maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the

benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted,

issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right

has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,

if applicable)) to the same extent as if there had been no such limitation).

(b) Other

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

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

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

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

to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled

with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate

Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares of

Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock

in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this

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

rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form

and substance satisfactory to the Holder. The provisions of this Section ‎6 shall apply similarly and equally to successive Corporate

Events and shall be applied without regard to any limitations on the conversion or redemption of this Note.

7. RIGHTS

UPON ISSUANCE OF OTHER SECURITIES.

(a) Adjustment

of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date the Company grants, issues or

sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section ‎7‎(a) is deemed to have granted,

issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for

the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold)

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

immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred

to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after

such Dilutive Issuance, the Conversion Price then in effect shall be adjusted (downward only) to an amount equal to the New Issuance Price.

For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price

under this Section ‎7‎(a)), the following shall be applicable:

(i) Issuance

of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options

and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon

conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the

terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued

and sold by the Company at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section

7(a)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option

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

to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or

receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise

of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise

pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable

(or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or

exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2)

the sum of all amounts paid or payable to the holder of such Option (or any other Person) with respect to any one share of Common Stock

upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible

Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration (including,

without limitation, consideration consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit

conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price

shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options

or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange

of such Convertible Securities.

(ii) Issuance

of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible

Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or

exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be

deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution

of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section

‎7‎(a)‎(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest

amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or

sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange

of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible

Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder

of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement

to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including,

without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the

holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price

shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities

or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any

Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section ‎7‎(a),

except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.

(iii) Change

in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,

if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities

are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional

changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section ‎7(b) below), the Conversion

Price in effect at the time of such increase or decrease shall be adjusted to the Conversion 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

‎7‎(a)‎(i), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security

that was outstanding as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding sentence,

then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof

shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section ‎7‎(a)

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

(iv) Calculation

of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance

or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”,

and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprising

one integrated transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company

either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are

consummated under the same plan of financing), the aggregate consideration per share of Common Stock with respect to such Primary Security

shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued (or was

deemed to be issued pursuant to Section ‎7(a)(i) or ‎7(a)(ii) above, as applicable) in such integrated transaction solely with

respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration

Value of each such Option, if any, (II) the fair market value (as determined by the Holder in good faith) or the Black Scholes Consideration

Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the Holder) of such Convertible

Security, if any, in each case, as determined on a per share basis in accordance with this Section ‎7(a)(iv). If any shares of Common

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

therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the

purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by

the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than

cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such Common

Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the

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

consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the

five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities are

issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount

of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security,

but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value of such portion

of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities

(as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by

the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring

valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading

Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the

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

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

(v) Record

Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend

or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares

of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the

shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

or the date of the granting of such right of subscription or purchase (as the case may be).

(b) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section ‎6, Section ‎15

or Section ‎7(a), if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock

combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater

number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting

any provision of Section ‎6, Section ‎15 or Section ‎7(a), if the Company at any time on or after the Subscription Date combines

(by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding

shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately

increased. Any adjustment pursuant to this Section ‎7‎(b) shall become effective immediately after the effective date of such

subdivision or combination. If any event requiring an adjustment under this Section ‎7‎(b) occurs during the period that a Conversion

Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section ‎7, if the Company

in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities (any

such securities, “Variable Price Securities”), after the Subscription Date that are issuable pursuant to such agreement

or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price

of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting

customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations

for such variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice

thereof via electronic mail and overnight courier to the Holder on the date of such agreement and the issuance of such Common Stock, Convertible

Securities or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the

Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price

upon conversion of this Note by designating in the Conversion Notice delivered upon any conversion of this Note that solely for purposes

of such conversion the Holder is relying on the Variable Price rather than the Conversion Price then in effect. The Holder’s election

to rely on a Variable Price for a particular conversion of this Note shall not obligate the Holder to rely on a Variable Price for any

future conversion of this Note.

(d) Other

Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,

or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions

of this Section ‎7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation

rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine

and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that no such adjustment

pursuant to this Section ‎7(d) will increase the Conversion Price as otherwise determined pursuant to this Section ‎7, provided

further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution,

then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally

recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose

fees and expenses shall be borne by the Company.

(e) Calculations.

All calculations under this Section ‎7 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,

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

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

(f) Voluntary

Adjustment by Company with Consent of the Holder. Subject to the rules and regulations of the Principal Market, the Company may at

any time during the term of this Note, with the prior written consent of the Holder, reduce the then current Conversion Price of the Note

to any amount and for any period of time deemed appropriate by the board of directors of the Company.

8. REDEMPTIONS

AT THE COMPANY’S ELECTION.

(a) Company

Optional Redemption. At any time no Equity Conditions Failure exists, the Company shall have the right to redeem all, but not less

than all, of the Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) on the

Company Optional Redemption Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note

subject to redemption pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price (the “Company Optional

Redemption Price”) equal to the greater of (i) 110% of the Conversion Amount being redeemed as of the Company Optional Redemption

Date and (ii) the product of (1) the Conversion Rate (determined by substituting the Alternate Conversion Price for the Conversion Price

for purposes of such calculation) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied

by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding

such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire

payment required to be made under this Section 8(a). The Company may exercise its right to require redemption under this Section 8(a)

by delivering a written notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of Notes

(the “Company Optional Redemption Notice” and the date all of the holders of Notes received such notice is referred

to as the “Company Optional Redemption Notice Date”). The Company may deliver only one Company Optional Redemption

Notice hereunder and such Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (x) state

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

not be less than fifteen (15) Trading Days nor more than thirty(30) Trading Days following the Company Optional Redemption Notice Date,

(y) certify that there has been no Equity Conditions Failure and (z) state the aggregate Conversion Amount of the Notes which is being

redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 8(a) (and

analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary,

(i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs

at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect

and (B) unless the Holder waives the Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable

Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Price

is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holder into shares of Common Stock

pursuant to Section 3. All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the

Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant

to this Section 8(a) shall be made in accordance with Section 11. In the event of the Company’s redemption of any portion of this

Note under this Section 8(a), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability

to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.

Accordingly, any redemption premium due under this Section 8(a) is intended by the parties to be, and shall be deemed, a reasonable estimate

of the Holder’s actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, the Company shall have

no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have

no effect upon the Holder’s right to convert this Note in its discretion.

(b) Pro

Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 8(a), then

it must simultaneously take the same action with respect to all of the Other Notes.

9. NONCIRCUMVENTION.

The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in

good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of

this Note. Without limiting the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the

Company (a) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion

Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and

legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note. Notwithstanding anything herein to

the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to convert this Note

in full for any reason (other than pursuant to restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts

to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such conversion

into shares of Common Stock.

10. RESERVATION

OF AUTHORIZED SHARES.

(a) So long

as this Note is outstanding, following the Stockholder Approval Deadline the Company shall at all times reserve and keep available out

of its authorized and unissued shares of Common Stock, solely for the purpose of issuance upon conversion of this Note, free from preemptive

rights or any other actual contingent purchase rights of Persons other than the Holder, not less than 100% of the maximum aggregate number

of shares of Common Stock as shall be issuable from time to time (taking into account the adjustments and restrictions of Section 3(d))

upon the conversion of the then outstanding Conversion Amount of this Note (without regard to any limitations on the conversion of this

Note) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of this

Note and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal

amount of the Notes held by each holder on the Closing Date or increase date (as the case may be) (the “Authorized Share Allocation”).

If at any time while this Note is outstanding, following the Stockholder Approval Deadline, the Company does not have a sufficient number

of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized

Share Failure”), then the Company shall promptly take all action reasonably necessary to increase the Company’s authorized

shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount, including, without limitation,

calling and holding a meeting of stockholders for such purpose or obtaining the written consent of stockholders for such purpose within

seventy-five (75) days of an Authorized Share Failure, and using its reasonable best efforts to obtain such stockholder approval.

(b) Following

the Stockholder Approval Deadline, until such time as the Company has a sufficient number of authorized shares of Common Stock to satisfy

the Required Reserve Amount, the Company shall (i) not issue shares of Common Stock, Options or Convertible Securities in connection with

any transaction if such issuance would reduce the number of authorized shares of Common Stock available to satisfy the Required Reserve

Amount and (ii) at each annual or special meeting of stockholders of the Company (including any adjournment or postponement thereof) or

by written consent in lieu of such a meeting, include a proposal seeking authorization to increase the number of authorized shares of

Common Stock sufficient to satisfy the Required Reserve Amount.

11. REDEMPTIONS.

(a) Mechanics.

The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days after the

Company’s receipt of the Holder’s Event of Default Redemption Notice. The Company shall deliver the applicable Company Optional

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

of Control Redemption Price to the Holder in cash on or prior to the later of (i) the Change of Control Date and (ii) five (5) Business

Days after the Company’s receipt of a Change of Control Redemption Notice. The Company shall deliver the applicable Floor Redemption

Price to the Holder in cash on or prior to the no later than five (5) Business Days after the Company’s receipt of a Floor Breach

Redemption Notice. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is

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

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

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

under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company

shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section ‎18(d)) representing the outstanding

Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the Holder within

the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have

the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing

the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges

thereon) has not been paid, and in such case the Holder shall retain the right to effect an Alternate Conversion pursuant to Section 3(e)

with respect to such Conversion Amount. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be

null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in accordance

with Section ‎18(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall

be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant

to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion

Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter

by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and

(B) the greater of (x) the Floor Price and (y) the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period

ending and including the applicable Conversion Date (it being understood and agreed that all such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). For the avoidance of

doubt, notwithstanding any pending or uncompleted redemption hereunder, the Holder shall at all times retain the right to convert any

outstanding Conversion Amount (including any Conversion Amount submitted for redemption) pursuant to Section 3(e) at the Alternate Conversion

Price, and any such conversion shall reduce the applicable Redemption Amount on a dollar-for-dollar basis. The Holder’s delivery

of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations

to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject

to such notice.

(b) Redemption

by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment

as a result of an event or occurrence substantially similar to the events or occurrences described in Section ‎4(b), Section ‎5(b)

or Section 8(a) (each, an “Other Redemption Notice”), the Company shall immediately, but no later than one (1)

Business Day of its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice. If the Company receives

a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the

date which is two (2) Business Days prior to the Company’s receipt of the Holder’s applicable Redemption Notice and ending

on and including the date which is two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption

Notice and the Company is unable to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other

Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder

of the Notes (including the Holder) based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice

and such Other Redemption Notices received by the Company during such seven (7) Business Day period.

12. VOTING

RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation,

the Delaware General Corporation Law) and as expressly provided in this Note.

13. COVENANTS.

Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:

(a) Rank.

All payments due under this Note (i) shall rank pari passu with all Other Notes issued pursuant to the Securities Purchase

Agreement; (ii) shall be senior in right of payment to all other Indebtedness of the Company and its Subsidiaries with respect to

the Holder Control Account and all proceeds thereunder; and (iii) except as set forth in item (ii) above, pari passu with

respect to all other Indebtedness of the Company.

(b) Restriction

on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock; provided that the foregoing

shall not restrict or prohibit any Subsidiary from making dividends or distributions, directly or indirectly, to any Wholly-Owned Subsidiary

(as defined in the Securities Purchase Agreement), except (i) cashless repurchases of equity interests deemed to occur upon the exercise

of stock options or warrants shall be permitted, and de minimis cash distributions sufficient to pay employment and other taxes associated

with such repurchase shall be permitted, if such equity interests represent a portion of the exercise price of such options or warrants,

(ii) dividends or distributions payable only in Capital Stock (other than Disqualified Stock) of the Company and (iii) the Company may

pay cash in lieu of fractional shares in connection with any exercise of warrants, options, or other securities convertible into or exchangeable

for Capital Stock.

in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to

be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business reasonably related or incidental thereto.

The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, materially modify its or their

corporate structure or purpose.

(d) Preservation

of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,

rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing

in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes

such qualification necessary.

(e) Maintenance

of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its

properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and

tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which it is

a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(f) Maintenance

of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to

maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct

of its business in full force and effect.

(g) Maintenance

of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance, including directors’ and

officers’ insurance, with responsible and reputable insurance companies or associations (including, without limitation, comprehensive

general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased

or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction

with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly

situated.

(h) Transactions

with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,

any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property

or assets of any kind or the rendering of services of any kind) with any affiliate involving aggregate consideration in excess of $1,500,000

with respect to all transactions collectively, except (i) transactions in the ordinary course of business in a manner and to an extent

consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms

no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that

is not an affiliate thereof, (ii) employment, severance, benefit, equity award, equity option, and other similar compensation or benefit

plans or arrangements between the Company and its Subsidiaries, on the one hand, and their respective officers, employees, directors and

consultants, on the other hand, in the ordinary course of business, (iii) payment of reasonable and customary fees and reimbursements

of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of

its Subsidiaries, (iv) the issuance of Capital Stock, or dividends or redemptions with respect thereto, of the Company (other than Disqualified

Stock), (v) the issuance of Capital Stock, or dividends or redemptions with respect thereto, of the Company (other than Disqualified Stock),

(vi) all related party transactions described in filings with the Securities and Exchange Commission made prior to the date hereof, (v)

licenses of the Company’s Intellectual Property Rights for use in consumer products, (vi) transactions existing on the Closing Date

and described on Schedule 13(l) or (vii) as otherwise permitted under the Existing Senior Securities and the Existing Unsecured

Securities.

(i) Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Purchasers, (i) issue

any Notes (other than as contemplated by the Securities Purchase Agreement and the Notes) or (ii) issue any other securities (other than

Excluded Securities) that would cause a breach or default under the Notes.

(j) Stay,

Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted

or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages of any

such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Holder

by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

(k) Taxes.

The Company and its Subsidiaries shall pay when due all material taxes, fees or other charges of any nature whatsoever (together with

any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets

or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom

(except where the failure to pay would not, individually or in the aggregate, have a Material Adverse Effect on the Company or any of

its Subsidiaries). The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except

where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect on the Company or any of its Subsidiaries).

Notwithstanding the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which

they maintain adequate reserves therefor in accordance with GAAP.

(l) Independent

Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon

the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time the

Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent, reputable investment

bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred (the “Independent

Investigator”). If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator

shall notify the Company of such breach and the Company shall deliver written notice to each holder of a Note of such breach. In connection

with such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel,

offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available to the Company after the

Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants (including the accountants’ work

papers) and any books of account, records, reports and other papers not contractually required of the Company to be confidential or secret,

or subject to attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof

as the Independent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and

operating data and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably

request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and

to make proposals and furnish advice with respect thereto to, the Company’s officers, directors, key employees and independent public

accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent Investigator

the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may

be reasonably requested.

14. HOLDER

CONTROL ACCOUNT; CONTROL ACCOUNT RELEASE; COLLATERAL.

With respect to each Holder, the Company

shall establish and maintain an account (the “Holder Control Account”) with a financial institution located in the

United States of America and satisfactory to the Holder (each, as applicable, a “Controlled Account Bank”), which Holder

Control Account shall be subject to a deposit account control agreement in form and substance acceptable to the Holder (the “Controlled

Account Agreement”). The Controlled Account Agreement shall provide, among other things, that (A) the applicable Controlled

Account Bank will comply with any and all instructions originated by the Holder directing the disposition of any cash (and/or other assets,

as applicable) in the Holder Control Account without further consent by the Company or any of its Subsidiaries, (B) such Controlled Account

Bank shall waive, subordinate and agree not to exercise any rights of setoff or recoupment or any other claim against the Holder Control

Account it being understood that all service fees and other charges of the Controlled Account Bank shall be the sole responsibility of

the Company and shall not be satisfied from funds in the Holder Control Account , and (C) such Controlled Account Bank shall not comply

with any instructions, directions or orders of any form with respect to the Holder Control Account other than instructions, directions

or orders originated by the Holder. On the Closing Date, the Company shall deposit 50% of the Note Commitment Amount (as defined in the

Securities Purchase Agreement) into the Holder Control Account.

Upon the occurrence of any Control Account

Release Event, the Holder shall, as soon as commercially practicable, but in no event later than one (1) Trading Day thereafter, cause

the release of such amount specified to be released from the Holder Control Account in such definition with respect thereto (each, a “Control

Account Release Amount”) and deposited into a bank account specified in writing by the Company on or prior to such date (each,

a “Control Account Release”); provided, that if the Company fails to select a bank account in a writing delivered to

the Holder on or prior to such date, the Holder shall effect such Control Account Release as soon as commercially practicable after receipt

of such bank account election from the Company.

The Company hereby grants and pledges to

the Holder a continuing security interest in all right, title and interest of the Company in the Holder Control Account established and

maintained in respect of such Holder, including but not limited to all cash, securities and other assets on deposit in such Holder Control

Account from time to time, together with all products and proceeds thereof (the “Reserve Collateral”), to secure prompt

repayment of any and all amounts outstanding hereunder and pursuant to the Transaction Documents from time to time and to secure prompt

performance by the Company of each of its covenants and duties under the Transaction Documents. Such security interest constitutes a valid,

first priority security interest in the presently existing Reserve Collateral, and will constitute a valid, first priority security interest

in later-acquired Reserve Collateral. Notwithstanding any filings undertaken related to Holder’s rights under the applicable Uniform

Commercial Code or any other applicable law, rules and/or regulations with respect thereto, the Holder’s Lien on the Reserve Collateral

shall remain in effect for so long as any amounts remain outstanding hereunder or any Payment Obligations (as defined below) exist. Notwithstanding

the foregoing, upon any Control Account Release, but solely with respect to such Control Account Release Amount, the Holder hereby automatically

releases any Lien hereunder on such Control Account Release Amount.

Notwithstanding anything herein to the

contrary, in its sole and absolute discretion, the Holder may satisfy all, or any part, of any redemption or other cash or asset payment

obligation of the Company hereunder and/or pursuant to any other Transaction Document (each, a “Payment Obligation”)

from the Reserve Collateral in the Holder Control Account, including, without limitation, in connection with any redemption hereunder

or payment due at the Maturity Date. In connection with any Payment Obligation hereunder, the Company hereby irrevocably consents to the

Holder’s delivery of an instruction letter to the Controlled Account Bank to release Reserve Collateral from the Holder Control

Account in an amount not to exceed such Payment Obligation to the Holder. In addition, upon the occurrence of any event which could reasonably

be expected to result in a Payment Obligation, the Holder may, at the Holder’s option, withdraw all, or any part, of the Reserve

Collateral in the Holder Control Account; provided that (x) such withdrawn amount shall not exceed such amount which the Holder reasonably

believes would be necessary to satisfy such Payment Obligation, and (y) such withdrawal shall not constitute the delivery of a Redemption

Notice hereunder or payment hereunder unless the Holder specifies in writing to the Company that the Holder has applied such Reserve Collateral

in satisfaction of such Payment Obligation. For the avoidance of doubt, and notwithstanding anything herein to the contrary, at such time

as the only remaining Payment Obligations hereunder and pursuant to the Transaction Documents equals (or is less than) the fair market

value of the Reserve Collateral then held in the Holder Control Account, the Holder shall be required to deliver an instruction letter

to the Controlled Account Bank to release Reserve Collateral from the Holder Control Account to satisfy such Payment Obligations prior

to taking any actions against any other collateral of the Company or demanding any other cash payment from the Company or any of its Subsidiaries

with respect thereto.

If the Controlled Account Bank breaches

any covenant or other term or condition of any Controlled Account Agreement or otherwise fails to promptly comply with the instructions

of the Holder in connection with the Reserve Collateral, the Holder may, at its option, withdraw the Reserve Collateral from the Controlled

Account Bank and hold such Reserve Collateral until such time as (x) the Company and the Holder have agreed upon a replacement Controlled

Account Bank and (y) a Controlled Account Agreement with respect to such Reserve Collateral and a new account shall have been duly executed

by the Company, the Holder and the replacement Controlled Account Bank. Notwithstanding anything herein to the contrary, if the Company

or any of its Subsidiaries receives any of the Reserve Collateral in breach of any Controlled Account Agreement (or receives notice from

the Holder that an amount was wired to the Company from the Holder Control Account without the proper authorization of the Holder), the

Company shall promptly cause such amounts to be returned to the Holder Control Account.

15. DISTRIBUTION

OF ASSETS. In addition to any adjustments pursuant to Sections ‎6(a) or ‎7, if the Company shall declare or make any dividend

or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return

of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon

complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming

for such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to

the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common

Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate

in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial

ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess)

and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its

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

the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent

Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

16. AMENDING

THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, the prior written

consent of the Required Purchasers (as defined in the Securities Purchase Agreement) shall be required for any amendment, modification

or waiver to this Note. Any amendment, modification or waiver so approved shall be binding upon all existing and future holders of this

Note and any Other Notes; provided, however, that no such change, waiver or, as applied to any of the Notes held by any particular holder

of Notes, shall, without the written consent of that particular holder, (i) reduce the amount of Principal, reduce the amount of accrued

and unpaid Interest, or extend the Maturity Date, of the Notes, (ii) disproportionally and adversely affect any rights under the Notes

of any holder of Notes; or (iii) modify any of the provisions of, or impair the right of any holder of Notes under, this Section 16.

17. TRANSFER.

This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder

without the consent of the Company, subject only to the provisions of Section 4.13 of the Securities Purchase Agreement.

18. REISSUANCE

OF THIS NOTE.

(a) Transfer.

If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and

deliver upon the order of the Holder a new Note (in accordance with Section ‎18‎(d)), registered as the Holder may request, representing

the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new

Note (in accordance with Section ‎18‎(d)) to the Holder representing the outstanding Principal not being transferred. The Holder

and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section ‎3(c)(iii) following

conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal

stated on the face of this Note.

(b) Lost,

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

or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),

and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable

form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder

a new Note (in accordance with Section ‎18‎(d)) representing the outstanding Principal.

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

of the Company, for a new Note or Notes (in accordance with Section ‎18‎(d) and in principal amounts of at least $1,000) representing

in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal

as is designated by the Holder at the time of such surrender.

(d) Issuance

of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be

of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or

in the case of a new Note being issued pursuant to Section ‎18‎(a) or Section ‎18‎(c), the Principal designated by the

Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed

the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date,

as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions

as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the

Issuance Date.

19. REMEDIES,

CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in

addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree

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

consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder to exercise,

and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise

by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or

remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall

not be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity. The Company covenants to

the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth

or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received

by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance

thereof). No failure on the part of the Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate

as a waiver thereof; nor shall any single or partial exercise by the Holder of any right, power or remedy preclude any other or further

exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at

law or equity or under this Note or any other document shall not be deemed to be an election of the Holder’s rights or remedies

under any such other document or at law or equity. The Company acknowledges that a breach by it of its obligations hereunder will cause

irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in

the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to specific

performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction

in any such case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide

all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance

with the terms and conditions of this Note (including, without limitation, compliance with Section ‎7).

20. PAYMENT

OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement

or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or

to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings

affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by the

Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,

including, without limitation, attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts

due under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principal

amount hereof.

21. CONSTRUCTION;

HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against

any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect

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

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

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

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

they are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and

not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing

Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

22. FAILURE

OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section ‎22 shall permit any waiver

of any provision of Section ‎3(d).

23. DISPUTE

RESOLUTION.

(a) Submission

to Dispute Resolution.

(i) In

the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price, a Black

Scholes Consideration Value, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable Redemption

Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company

or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2)

Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder at any time after the Holder

learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating

to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such Black Scholes Consideration

Value, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable Redemption Price

(as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder

(as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select

an independent, reputable investment bank to resolve such dispute.

(ii) The

Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 23 and (B) written documentation supporting its position with respect to such dispute, in each

case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder

selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding

clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood

and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission

Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives

its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such

investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank

prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested

by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other

support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) The

Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder

of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of

such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section ‎23 constitutes an agreement to arbitrate between the Company

and the Holder (and constitutes an arbitration agreement) under Delaware Uniform Arbitration Act, (ii) a dispute relating to a Conversion

Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred

under Section 7(a), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any

issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities,

(D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance

occurred, (iii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected investment

bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make

all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection

with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the

like to the terms of this Note and any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion,

shall have the right to submit any dispute described in this Section ‎23 to any state or federal court sitting in Wilmington, Delaware

in lieu of utilizing the procedures set forth in this Section ‎23 and (v) nothing in this Section ‎23 shall limit the Holder from

obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this

Section ‎23).

24. NOTICES;

CURRENCY; PAYMENTS.

(a) Notices.

Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with

Section 12.3 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken

pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality

of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting

forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on

which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with

respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or

other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,

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

such notice being provided to the Holder.

(b) Currency.

All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under

this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar

equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation

to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in the Wall

Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to,

or over, a period of time, the date of calculation shall be the final date of such period of time).

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein,

such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and

sent via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, in

the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement),

provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company

with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to

be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day

which is a Business Day. Any amount of Outstanding Principal Value or other amounts due under the Transaction Documents which is not paid

when due (except to the extent such amount is simultaneously accruing Interest at the Default Rate hereunder) shall result in a late charge

being incurred and payable by the Company in an amount equal to interest on such amount at the rate of eighteen percent (18%) per annum

from the date such amount was due until the same is paid in full (“Late Charge”).

25. CANCELLATION.

After all Outstanding Principal Value, accrued Interest, Late Charges and other amounts at any time owed on this Note have been paid in

full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

26. WAIVER

OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other

demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities Purchase

Agreement.

27. GOVERNING

LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Note shall be governed by, the internal laws of the State of Delaware, without giving effect to any provision

or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Delaware. Except as otherwise required by Section ‎23 above, the Company hereby irrevocably submits to the

exclusive jurisdiction of the state and federal courts sitting in the City of Wilmington, New Castle County, State of Delaware, for the

adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby

irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction

of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or

proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted

by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing

contained herein (i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company

in any other jurisdiction to collect on the Company’s obligations to the Holder, or to enforce a judgment or other court ruling

in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section ‎23. THE COMPANY

HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER

OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

28. JUDGMENT

CURRENCY.

(a) If for

the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert into

any other currency (such other currency being hereinafter in this Section 28 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately

preceding:

(i) the

date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii) the

date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which

such conversion is made pursuant to this Section 28(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If in

the case of any proceeding in the court of any jurisdiction referred to in Section 28(a)(ii) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency

stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Note.

29. SEVERABILITY.

If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,

the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that

it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of

the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

30. MAXIMUM

PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess

of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed

the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the

Holder and thus refunded to the Company.

31. CERTAIN

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

(a) “1933

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

(b) “1934

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

Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or

sale (or deemed issuance or sale in accordance with Section ‎7) of shares of Common Stock (other than rights of the type described

in Section ‎6(a) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with

respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(d) “Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly

or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct

or cause the direction of the management and policies of such Person whether by contract or otherwise.

(e) “Alternate

Conversion Price” means, as of any date of determination that price which shall be the lower of (i) the applicable Conversion

Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion or such other date of determination, and (ii)

the greater of (x) the Floor Price and (y) the lowest of the five (5) VWAPs of the Common Stock during the five (5) consecutive Trading

Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,

or if applicable, such other date of determination (such period, the “Alternate Conversion Measuring Period”). All

such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction

that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.

(f) “Approved

Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent

to the Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,

officer or director for services provided to the Company in their capacity as such.

(g) “Attribution

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds

or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s

investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,

(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other

Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other

Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively

the Holder and all other Attribution Parties to the Maximum Percentage.

(h) “Black

Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case

may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day

immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option, Convertible

Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period

equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of

such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility

equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing

a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security

or Adjustment Right (as the case may be).

(i) “Bloomberg”

means Bloomberg, L.P.

(j) “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 the Federal Reserve Bank of New York is closed and/or any of the following exchanges on which the Common Stock is traded and

listed, or any successor(s) thereto, is not open for at least five (5) hours of trading: the Nasdaq Capital Market; the Nasdaq Global

Market; the Nasdaq Global Select Market; the New York Stock Exchange; or the NYSE American; and any successor to any of the foregoing

markets or exchanges.

(k) [Reserved].

(l) “Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of

Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power

to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such

reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing

the jurisdiction of incorporation of the Company or any of its Subsidiaries.

(m) [Reserved]

(n) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and

last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market

begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may

be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,

or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or

last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed

or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of

such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing

bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,

respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular

date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date

shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree

upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section ‎23.

All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or

other similar transactions during such period.

(o) “Closing

Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is each date the Company issued Notes

pursuant to the terms of the Securities Purchase Agreement.

(p) “Code”

means the United States Internal Revenue Code of 1986, as amended.

(q) [Reserved].

(r) “Common

Stock” means (i) the Company’s shares of Class A common stock, $0.001 par value per share, and (ii) any capital stock

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

stock.

(s) “Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

(t) “Controlled

Group” means all members of a group of corporations and all members of a group of trades or businesses (whether or not incorporated)

under common control which, together with the Company, are treated as a single employer under Section 414(b) or (c) of the Code or, solely

for purposes of Section 302 of ERISA and Section 412 of the Code, under Section 414(m) or (o) of the Code.

(u) “Control

Account Release Event” means, with respect to any voluntary conversion of this Note, the occurrence of each of (A) the Company’s

receipt of a Conversion Notice hereunder executed by the Holder and (B) the Company’s receipt of written confirmation from the Holder

that the shares of Common Stock issuable pursuant to such Conversion Notice have been delivered, freely tradable and free of any restrictive

legends in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice,

in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise). Upon the occurrence of a Control Account Release

Event, the Holder shall release from the Holder Controlled Account an amount in cash equal to the excess, if any, of (x) the amount of

funds then held in the Holder Controlled Account over (y) the Conversion Amount of this Note then outstanding (with such determination

made immediately after giving effect to such conversion).

(v) “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(w) “Current

Public Information Failure” means if a Registration Statement is not effective for any reason or the prospectus contained therein

is not available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1)

of the 1933 Act, including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) of

the 1933 Act or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) of the 1933 Act or becomes such an issuer in the

future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) of the 1933 Act.

(x) “Default

Rate” means fifteen percent (15%) per annum.

(y) “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Select Market or

the Nasdaq Global Market.

(z) “Equity

Conditions” means, with respect to an given date of determination: (i) on each day during the period beginning thirty calendar

days prior to such applicable date of determination and ending on and including such applicable date of determination either (x) one or

more registration statements of the Company (the “Registration Statements”) shall be effective and the prospectus contained

therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common Stock previously

sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common Stock to be issued in connection with the

event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed, as applicable, in the event requiring

this determination at the Alternate Conversion Price then in effect (without regard to any limitations on conversion set forth herein))

(each, a “Required Minimum Securities Amount”)) or (y) all shares of Common Stock issuable upon conversion of this

Note (without regard to any limitations on conversion set forth herein) shall be eligible for sale pursuant to Rule 144 of the 1933 Act

without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on

conversion of the Notes, other issuance of securities with respect to the Notes) and no Current Public Information Failure exists or is

continuing; (ii) on each day during the period beginning thirty calendar days prior to the applicable date of determination and ending

on and including the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Stock

(including all shares of Common Stock issuable upon conversion of this Note (without regard to any limitations of conversion set forth

herein)) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on

an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due

to business announcements by the Company) nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable

prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely

to occur or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance

requirements of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (iii) during

the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon conversion of this Note

on a timely basis as set forth in Section ‎3 hereof and all other shares of capital stock required to be delivered by the Company

on a timely basis as set forth in the other Transaction Documents; (iv) any shares of Common Stock to be issued in connection with the

event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination)

may be issued in full without violating Section ‎3(d) hereof; (v) any shares of Common Stock to be issued in connection with the event

requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination

(without regards to any limitations on conversion set forth herein)) may be issued in full without violating the rules or regulations

of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (vi) on each day during the

Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred

which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be

expected to cause (1) any Registration Statement to not be effective or the prospectus contained therein to not be available for the resale

of the applicable Required Minimum Securities Amount of shares of Common Stock issuable upon conversion of this Note (without regard to

any limitations of conversion set forth herein) or (2) any shares of Common Stock issuable upon conversion of this Note (without regard

to any limitations of conversion set forth herein) to not be eligible for sale pursuant to Rule 144 without the need for registration

under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance

of securities with respect to the Notes) and no Current Public Information Failure exists or is continuing; (viii) the Holder shall not

be in (and no other holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company,

any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each

day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached

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

materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including,

without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (x) on the applicable

date of determination, the Company has a sufficient number of authorized but unissued and unreserved shares of Common Stock equal to at

least the number of shares of Common Stock to be issued in connection with the event requiring this determination (or issuable upon conversion

of the Conversion Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion set

forth herein)); (xi) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist

an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (xii) no bone

fide dispute shall exist, by and between any of holder of Notes, the Company, the Principal Market (or such applicable Eligible Market

in which the Common Stock of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or

any other Transaction Document and (xiii) the shares of Common Stock issuable pursuant the event requiring the satisfaction of the Equity

Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market.

(aa) “Equity Conditions Failure”

means that on any day during the period commencing twenty (20) Trading Days prior to the applicable Company Optional Redemption Notice

Date through the applicable Company Optional Redemption Date, the Equity Conditions have not been satisfied (or waived in writing by the

Holder) or there has been a Price Failure or Volume Failure.

(bb) [Reserved].

(cc) “Excluded Securities”

means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the Company

for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A)

all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date

pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior

to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the

number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner

that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities

or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause

(i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard

options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none

of such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan

that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions

of any such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock

Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii)

the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms

of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the

terms thereof in effect as of the Subscription Date); and (iv) the Existing Senior Securities, provided the terms of the Existing Senior

Securities are not amended, modified or changed after the Subscription Date, Existing Unsecured Securities, provided the terms of the

Existing Unsecured Securities are not amended, modified or changed after the Subscription Date, and any other securities issued after

the date of the Securities Purchase Agreement pursuant to any Existing SPA and the shares of Common Stock issuable upon conversion of

each of the foregoing, provided the terms of such securities are not amended, modified or changed after the Subscription Date.

(dd) “Existing Senior Securities”

means those certain (i) secured convertible notes, issued from time to time, and accompanying common warrants, pursuant to that certain

Securities Purchase Agreement, dated as of September 5, 2024, by and among the Company and certain investors party thereto, as such may

be amended, modified, waived and/or supplemented, as applicable, from time to time (the “September 2024 SPA”) and (ii)

promissory notes, issued from time to time, pursuant to that certain Notes Purchase Agreement, dated as of April 17, 2026, by and between

the Company and the institutional investor party thereto, as such may be amended, modified, waived and/or supplemented, as applicable,

from time to time (the “April 2026 SPA”).

(ee) “Existing SPAs” means

collectively, the September 2024 SPA, the December 2024 SPA, the March 2025 SPA, the May 2023 SPA, the July 2025 SPA, the April 2026

A&R SPA and the April 2026 SPA.

(ff) “Existing Unsecured Securities”

means those certain (i) unsecured convertible notes, issued from time to time, and accompanying common warrants, pursuant to that certain

Securities Purchase Agreement, dated as of December 21, 2024, by and among the Company and certain investors party thereto, as such may

be amended, modified, waived and/or supplemented, as applicable, from time to time (the “December 2024 SPA”); (ii)

unsecured convertible notes, issued from time to time, and accompanying common warrants, pursuant to that certain Securities Purchase

Agreement, dated as of March 21, 2025, by and among the Company and certain investors party thereto, as such may be amended, modified,

waived and/or supplemented, as applicable, from time to time (the “March 2025 SPA”); (iii) unsecured convertible notes,

issued, or to be issued from time to time, and accompanying common warrants, pursuant to that certain Securities Purchase Agreement, dated

as of May 8, 2023, by and among the Company and certain investors party thereto, as such may be amended, modified, waived and/or supplemented,

as applicable, from time to time (the “May 2023 SPA”); (iv) unsecured convertible notes, issued from time to time,

and accompanying common warrants, pursuant to that certain Securities Purchase Agreement, dated as of July 14, 2025, by and among the

Company and certain investors party thereto, as such may be amended, modified, waived and/or supplemented, as applicable, from time to

time (the “July 2025 SPA”); and (v) shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of

the Company and the common stock purchase warrant issued pursuant to that certain Amended and Restated Securities Purchase Agreement,

dated as of April 14, 2026, by and between the Company and the investor party thereto, as such may be amended, modified, waived and/or

supplemented, as applicable, from time to time (the “April 2026 A&R SPA”).

(gg) “Financing Documents”

shall have the meaning as set forth in the Securities Purchase Agreement.

(hh) “Floor Price” means $0.15528

(as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events). Notwithstanding the foregoing,

the Company may reduce the Floor Price to a price per share not contrary to the rules and regulations promulgated by the Principal Market;

provided, that, the Company shall provide the Holders with a written notice setting forth the adjusted Floor Price within one (1) Business

Day of such adjustment.

(ii) “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another

Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of

the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,

or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject

to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either

(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common

Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender

or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to,

or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial

owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off

or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire

in any transaction or series or related transactions, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least

50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party

to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;

or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule

13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its

Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more

related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial

owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,

conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,

reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in

any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common

Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such

Subject Entities as of the date of this Note calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding,

or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity

securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring

other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholders of the Company or (C)

directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of

or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this

definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms

of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent

with the intended treatment of such instrument or transaction.

(jj) “GAAP” means United States

generally accepted accounting principles, consistently applied.

(kk) “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.

(ll) “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.

(mm) “Intellectual Property Rights”

means 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 of the Company and/or any of its Subsidiaries.

(nn) “Interest Rate” means

eight percent (8%) per annum.

(oo) “Investment”

means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,

advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the

purchase of any assets of another Person for greater than the fair market value of such assets.

(pp) “Make-Whole Amount” means

as of any given date and as applicable, in connection with any conversion, redemption or other repayment hereunder, an amount equal to

the amount of additional Interest that would accrue under this Note at the Interest Rate then in effect assuming for calculation purposes

that the Outstanding Principal Value of this Note following issuance on the Issuance Date remained outstanding through and including the

Maturity Date.

(qq) “Maturity Date” shall

mean May 15, 2027; provided, however, the Maturity Date may be extended at the option of the Holder (i) in the event that, and for so

long as, an Event of Default shall have occurred and be continuing or any event shall have occurred and be continuing that with the passage

of time and the failure to cure would result in an Event of Default or (ii) through the date that is twenty (20) Business Days after the

consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly announced or a Change of Control Notice

is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some or all of this Note pursuant to Section

‎3 hereof, and the Conversion Amount would be limited pursuant to Section ‎3(d) hereunder, the Maturity Date shall automatically

be extended until such time as such provision shall not limit the conversion of this Note.

(rr) “Options” means any rights,

warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(ss) “Outstanding Principal Value”:

as of any time of determination, means 108% of all outstanding Principal of this Note as of such time of determination

(tt) “Parent Entity” of a Person

means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted

or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest

public market capitalization as of the date of consummation of the Fundamental Transaction.

(uu) “Person” means an individual,

a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity

or a government or any department or agency thereof.

(vv) “Price Failure” means,

with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the twenty (20) Trading Day

period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price (as adjusted for stock

splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Issuance Date). All such

determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar

transactions during any such measuring period.

(ww) “Principal Market” means

the Nasdaq Capital Market.

(xx) “Redemption

Notices” means, collectively, the Event of Default Redemption Notices, the Company Optional Redemption Notices and the Change

of Control Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”

(yy) “Redemption Premium” means

108%.

(zz) “Redemption Prices” means,

collectively, the Event of Default Redemption Prices, the Company Optional Redemption Prices, the Floor Redemption Price and the Change

of Control Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”

(aaa) “SEC” means the United

States Securities and Exchange Commission or the successor thereto.

(bbb) “Securities Purchase Agreement”

means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the holders of the Notes

party thereto, as may be amended from time to time.

(ccc) “Subscription Date” means

May 15, 2026.

(ddd) “Subsidiaries” shall

have the meaning as set forth in the Securities Purchase Agreement.

(eee) “Subject Entity” means

any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(fff) “Successor Entity” means

the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or

the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

(ggg) [Reserved].

(hhh) “Trading Day” means,

as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any day on which the Common

Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on

the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day”

shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day

that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market

does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New

York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations

other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto)

is open for trading of securities.

(iii) “Transaction

Documents” shall have the meaning as set forth in the Securities Purchase Agreement.

(jjj) “Volume Failure” means,

with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common

Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding

such date of determination (such period, the “Volume Failure Measuring Period”) is less than $1,500,000 (as adjusted

for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription

Date).

(kkk) “VWAP” means, for any

security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market

is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security

is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg

through its “VAP” function (set to 09: 30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted

average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning

at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average

price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask

price of any of the market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases,

the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company

and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with

the procedures in Section ‎23. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock

combination, recapitalization or other similar transaction during such period.

32. DISCLOSURE.

Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this

Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public

information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business

Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form

8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company

or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt

of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the

Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the

notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this

Section ‎32 shall limit any obligations of the Company, or any rights of the Holder, under Section 4.18 of the Securities Purchase

Agreement.

33. ABSENCE

OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company

and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may

possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

34. TAXES.

(a) Without

limiting any other provision of this Note, any and all payments by the Company hereunder shall be made free and clear of and without deduction

for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto

(collectively referred to as “Taxes”) unless the Company is required to withhold or deduct any amounts for, or on account

of Taxes pursuant to any applicable law. If the Company shall be required to deduct any Taxes from or in respect of any sum payable hereunder

to the Holder, (i) the sum payable shall be increased by the amount by which the sum payable would otherwise have to be increased (the

“make-whole sum”) to ensure that after making all required deductions (including deductions applicable to the make-whole

sum) the Holder would receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall

make such deductions and (iii) the Company shall pay the full amount withheld or deducted to the relevant governmental authority within

the time required. Upon the request of the Company, the Holder shall provide the Company with such duly completed and executed forms or

certificates prescribed by law as a basis for claiming an exemption from, or a reduction of, any Taxes imposed on payments made hereunder.

(b) In addition,

the Company agrees to pay to the relevant governmental authority in accordance with applicable law any present or future stamp or documentary

taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or in connection with

the execution, delivery, registration or performance of, or otherwise with respect to, this Note (“Other Taxes”).

Company shall deliver to the Holder official receipts, if any, in respect of any Taxes and Other Taxes payable hereunder promptly after

payment of such Taxes and Other Taxes or other evidence of payment reasonably acceptable to the Holder.

(d) If the

Company fails to pay any amounts in accordance with this Section 34, the Company shall indemnify the Holder within ten (10) calendar

days after written demand therefor, for the full amount of any Taxes or Other Taxes, plus any related interest or penalties, that are

paid by the Holder to the relevant governmental authority or other relevant governmental authority as a result of such failure.

(e) The

obligations of the Company under this Section 34 shall survive the termination of this Agreement and the payment of all amounts payable

hereunder.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this

Note to be duly executed as of the Issuance Date set forth above.

Faraday Future Intelligent Electric, Inc.

By:

Name:

Title:

Convertible Note - Signature

Page

EXHIBIT I

FARADAY FUTURE

INTELLIGENT ELECTRIC, INC.

CONVERSION NOTICE

Reference is made to the Unsecured Convertible

Note (the “Note”) issued to the undersigned by Faraday Future Intelligent Electric, Inc., a Delaware corporation (the

“Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount

(as defined in the Note) of the Note indicated below into shares of Class A Common Stock, $0.001 par value per share (the “Common

Stock”), of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set

forth in the Note.

Date

of Conversion:

Aggregate Principal to be converted:

Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges

with respect to such portion of the Aggregate Principal and such Aggregate Interest to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Note is being converted

to Holder, or for its benefit, as follows:

☐ Check

here if requesting delivery as a certificate to the following name and to the following address:

Issue

to:

☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian

as follows:

DTC

Participant:

DTC

Number:

Account

Number:

Date:

_____________, __

Name

of Registered Holder

By:

Name:

Title:

Tax

ID: ____________________________

E-mail Address:

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED MAY 15, 2026, BY AND AMONG FARADAY FUTURE INTELLIGENT ELECTRIC INC. AND THE PARTIES THERETO

EX-10.1

Filename: ea029115001ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Version

SECURITIES PURCHASE

AGREEMENT

DATED AS OF may

15, 2026

AMONG

FARADAY FUTURE INTELLIGENT ELECTRIC INC.,

as the Issuer

and

THE PURCHASERS

FROM TIME TO TIME

PARTY HERETO

ANNEXES, EXHIBITS

AND SCHEDULES

ANNEXES

Annex A

Definitions

Annex B

Commitment Annex

Annex C

Closing Checklist

EXHIBITS

Exhibit A

Form of Convertible Note

SCHEDULES

Schedule 3.1

Existence, Organizational Identification Numbers, Foreign Qualification, Prior Names

Schedule 3.4

Capitalization

Schedule 3.6

Litigation

Schedule 3.7

Ownership of Property

Schedule 3.9

Labor Matters

Schedule 3.13

Taxes

Schedule 3.14

ERISA

Schedule 3.17

Intellectual Property

Schedule 3.18

Real Estate

Schedule 3.19

Insurance

Schedule 3.20

Bank Accounts

Schedule 3.23

Outstanding Debt

Schedule 3.30

Listing and Maintenance Requirements

Schedule 13.6

Certain Related Transactions

SECURITIES PURCHASE

AGREEMENT

This SECURITIES PURCHASE AGREEMENT

dated as of May 15, 2026 (the “Signing Date”), is by and among, FARADAY FUTURE INTELLIGENT ELECTRIC INC. (the

“Issuer” or the “Company”), and the entities from time to time parties hereto, each as a “Purchaser”

and collectively the “Purchasers”.

RECITALS:

WHEREAS, the Issuer wishes

to sell to the Purchasers, and the Purchasers have agreed to purchase from the Issuer, convertible promissory notes in an aggregate principal

amount as indicated on the Commitment Annex (each a “Note” and collectively, the “Notes”) upon and

subject to the terms and conditions set forth in this Agreement; and

WHEREAS, 50% of the proceeds

from the sale of each Note will be deposited in a Holder Control Account (as defined in the Note) with such proceeds to be released to

the Company in connection with any conversions of the Notes in accordance with the applicable Controlled Account Agreement (as defined

in the Note);

NOW, THEREFORE, in consideration

of the premises and the agreements, provisions and covenants herein contained, the Issuer and each Purchaser agree as follows:

Article 1

DEFINITIONS

Section 1.1 Certain

Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such

terms on Annex A to this Agreement or in the Notes, as applicable.

Section 1.2 Accounting

Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting

determinations hereunder (including without limitation determinations made pursuant to the exhibits hereto) shall be made, and all financial

statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied.

Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and

all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards

Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other

liabilities of the Issuer or any Subsidiary of the Issuer at “fair value.”

Section 1.3 Other

Definitional Provisions and References. References in this Agreement to “Articles”, “Sections”, “Annexes”,

“Exhibits” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement

unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes”

and “including” shall be deemed to be followed by “without limitation”. Except as otherwise specified or limited

herein, references to any Person include the successors and assigns of such Person. References “from” or “through”

any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless

otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in

lawful money of the United States and in immediately available funds. Time is of the essence for each performance obligation of the Issuer

under this Agreement and each Financing Document. All amounts used for purposes of financial calculations required to be made herein shall

be without duplication. References to any statute or act shall include all related current regulations and all amendments and any successor

statutes, acts and regulations. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes

and acts of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and

other attachments thereto. Unless otherwise expressly provided herein or in any other Financing Document, references to agreements and

other contractual instruments, including this Agreement and the other Financing Documents, shall be deemed to include all subsequent amendments,

thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time,

but only to the extent such amendments and other modifications are not prohibited by the terms of any Financing Document. References to

any statute or regulation may be made by using either the common or public name thereof or a specific cite reference and, except as otherwise

provided with respect to FATCA, are to be construed as including all statutory and regulatory provisions related thereto or consolidating,

amending, replacing, supplementing or interpreting the statute or regulation.

Article 2

PURCHASE AND SALE

Section 2.1 Notes;

Repayment of Notes.

(a) Commitment,

Purchase, Sale and Issuance of the Notes. Effective as of the Signing Date, each Purchaser hereby commits, severally and not jointly,

to acquire from the Issuer as set forth in Section 2.1(b) the principal amount of Notes in an amount equal to the Note Commitment

Amount set forth opposite such Purchaser’s name on the Commitment Annex subject only to the conditions set forth in Article 7.

(b) Closing.

(i) The

purchase and issuance of the Notes (the “Closing”) shall take place on the third (3rd) Business Day following the Signing

Date upon the satisfaction of all the conditions set forth in Section 7.1 and Section 7.2 hereof. At the Closing, each applicable

Purchaser shall purchase Notes for an amount equal to 100% of the Note Commitment Amount set forth opposite such Purchaser’s name

on the Commitment Annex and disburse the net proceeds from the purchase of the Notes pursuant to the Flow of Funds delivered by the Issuer

as follows: (i) 50% of such Purchaser’s Note Commitment Amount will be sent to the Company; and (ii) 50% of such Purchaser’s Note Commitment Amount will be sent to or otherwise deposited with

the Controlled Account Bank (as defined in the Note) to be held in the Holder Control Account (as defined in the Note) pursuant to the

applicable Controlled Account Agreement.

(ii) [reserved]

(iii) The

Issuer acknowledges and agrees that (A) no notices or documentation that constitute material non-public information shall be sent to any

Purchaser following the Closing, and (B) if any notices or documents sent by the Issuer or any of its Subsidiaries to any Purchaser contain

any material non-public information, such notices or documents must be sent either after the market closes or on a day other than a Business

Day and the Issuer shall file an 8-K immediately following the day such information was delivered before the market opens (unless such

Purchaser has agreed in writing to accept such information); provided that any notice or other documentation withheld and not disclosed

to the Purchasers as a result of this paragraph shall not result in a violation of any other provision of the Financing Documents that

may require the disclosure of such notice or documentation.

Each Purchaser’s obligation to purchase the Notes shall be limited to such Purchaser’s applicable Note Commitment Amount,

and no Purchaser shall have any obligation to fund any portion of the Notes required to be funded by any other Purchaser, but not so funded.

The Issuer shall not have any right to reborrow any portion of the Notes which are repaid or prepaid from time to time.

Section 2.2 Notes.

The Notes purchased by each Purchaser at the Closing shall be evidenced by a convertible promissory note, substantially in the form of

Exhibit A hereto executed by the Issuer in an original principal amount equal to such Purchaser’s applicable share of the

Notes.

Section 2.3 [Reserved].

Section 2.4 Lock-Up.

Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default (as defined in the Notes) has occurred, each

Purchaser agrees, severally and not jointly, with the Issuer that during the period beginning on the Closing Date and ending on the date

that is the earlier of (a) the two-month anniversary of the Closing Date or (b) the effectiveness of the Registration Statement (the

“Lock-Up Period”), such Purchaser will not, without prior consent from the Issuer, directly or indirectly, (i) offer,

pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose

of or transfer any shares of Common Stock issuable upon conversion of the Notes (collectively, “Lock-Up Securities”),

as applicable, whether now owned or hereafter acquired by such Purchaser or with respect to which such Purchaser has or hereafter acquires

the power of disposition, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly

or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled

by delivery of Common Stock or other securities, in cash or otherwise. For the avoidance, and notwithstanding anything to the contrary

herein, the Lock-Up Period shall terminate immediately upon the occurrence of an Event of Default.

Section 2.5 [Reserved].

Article 3

REPRESENTATIONS AND WARRANTIES

To induce the Purchasers to

enter into this Agreement and to purchase the Notes and other transactions contemplated thereby, the Issuer hereby represents and warrants

to each Purchaser that the following are true, correct and complete as of the Signing Date, and after giving effect to the consummation

of the transactions contemplated by the Financing Documents will be, true, correct and complete as of the Closing Date:

Section 3.1 Existence

and Power. The Issuer and each of its Domestic Subsidiaries (a) is an entity duly organized, validly existing and in good standing

(to the extent applicable in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, organization, or formation,

which, with respect to the Issuer and each such Domestic Subsidiary, in existence as of the Closing Date, is specified on Schedule

3.1, has the same legal name as it appears in such Person’s Organizational Documents and an organizational identification number

(if any), in each case as of the Closing Date as specified on Schedule 3.1, and (b) has all powers and all material governmental

licenses, authorizations, registrations, permits, consents and approvals required under all applicable Laws and required in order to carry

on its business as now conducted (collectively, “Permits”), except where the failure to have such Permits could not

reasonably be expected to have a Material Adverse Effect. The Issuer and each of its Domestic Subsidiaries is qualified to do business

as a foreign entity in each jurisdiction in which it is required to be so qualified, except where the failure to be so qualified could

not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.1 or in the SEC Reports, neither

the Issuer nor any of its Domestic Subsidiaries has had, over the five (5) year period preceding the Closing Date, any name other than

its current name or was incorporated or organized under the laws of any jurisdiction other than its current jurisdiction of incorporation

or organization. As of the Closing Date, except for the Subsidiaries set forth on Schedule 3.1 or in the SEC Reports, no Subsidiary

exists.

Section 3.2 Organizational

Authority and Governmental Authorization; No Contravention. The execution, delivery and performance by the Issuer of the Financing

Documents to which it is a party (a) are within its corporate powers, (b) have been duly authorized by all necessary action pursuant

to its Organizational Documents, (c) require no further approval, consent, exemption, authorization or other action by or in respect of,

or filing with, or notice to, any Governmental Authority with respect to any shares of Common Stock except for (i) the approvals, consents,

exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and

effect and (ii) those approvals, consents exemptions, authorization, actions, notices and filings, the failure of which to obtain or make

has not resulted in, or could not reasonably be expected, individually or in the aggregate to result in a Material Adverse Effect and

(d) do not violate, conflict with or cause a breach or a default under or a right of termination under (i) any of the Organizational Documents

of the Issuer and each of its Domestic Subsidiaries; or (ii) any applicable Law or any contract, agreement, lease or other instrument

binding upon it or its properties, except for such violations, conflicts, breaches or defaults or rights of termination as could not,

with respect to this clause (d)(ii), reasonably be expected to have a Material Adverse Effect.

Section 3.3 Binding

Effect. Each of the Financing Documents to which the Issuer is a party constitutes a valid and binding agreement or instrument

of the Issuer, enforceable against the Issuer in accordance with its respective terms, except as the enforceability thereof may be limited

by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable

principles.

Section 3.4 Capitalization.

The authorized and issued and outstanding Capital Stock of each of the Issuer and each Domestic Subsidiary as of the Signing Date is as

set forth on Schedule 3.4. Except as set forth on Schedule 3.4, all issued and outstanding Capital Stock of each such Person

is duly authorized and validly issued, fully paid, non-assessable (to the extent that such concepts apply to such Capital Stock), free

and clear of all liens and such Capital Stock was issued in compliance with all applicable laws. The identity of the holders of the Capital

Stock of each Domestic Subsidiary and the percentage of the fully diluted ownership of the Capital Stock of each such Person as of the

Signing Date is set forth on Schedule 3.4. Except as set forth on Schedule 3.4 or in the SEC Reports, there are no

preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase

or acquisition of the Issuer or any Domestic Subsidiary of any Capital Stock of any such Person.

Section 3.5 Financial

Information.

(a) The

consolidated financial statements of the Company included or incorporated by reference in the SEC Reports filed with or furnished to the

Commission, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position

of the Company and the consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and

changes in shareholders’ equity of the Company and the consolidated Subsidiaries for the periods specified (subject, in the case

of unaudited statements, to normal year-end audit adjustments which shall not be material, either individually or in the aggregate) and

have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity

with the generally accepted accounting principles of the United States (“GAAP”) applied on a consistent basis (except

(A) for such adjustments to accounting standards and practices as are noted therein and (B) in the case of unaudited interim statements,

to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved. The pro forma financial

statements or data included or incorporated by reference in the SEC Reports filed with or furnished to the Commission comply with the

requirements of Regulation S-X of the Securities Act, including, without limitation, Article 8 or Article 11 thereof, as applicable, and

the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein

are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the

historical amounts in the compilation of those statements and data. The other financial and statistical data with respect to the Company

and Subsidiaries contained or incorporated by reference in the SEC Reports filed with or furnished to the Commission, if any, are accurately

and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company. There are

no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Reports filed

with or furnished to the Commission that are not included or incorporated by reference as required. The Company and Subsidiaries do not

have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable

interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not described in the SEC Reports

that are required to be described or incorporated by reference in the SEC Reports. All disclosures contained in the SEC Reports, if any,

regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in

all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

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 of this Agreement, as applicable, 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. The Company is not currently contemplating to amend or restate any of the financial

statements included in the SEC Reports (including, without limitation, any notes or any letter of the independent accountants of the Company

with respect thereto), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate

any such financial statements, in each case, in order for any of such financials statements to be in compliance with GAAP and the rules

and regulations of the Commission. The Company has not been informed by its independent accountants that they recommend that the Company

amend or restate any of the financial statements included in the SEC Reports or that there is any need for the Company to amend or restate

any such financial statements.

Except as set forth in the

SEC Reports, since December 31, 2025: (i) the Company has not experienced or suffered any Material Adverse Effect, and there exists

no current state of facts, condition or event which would have a Material Adverse Effect; (ii) there has not occurred any material adverse

change, or any development that would reasonably be expected to result in a prospective material adverse change, in the condition, financial

or otherwise, or in the earnings, business or operations of the Company from that disclosed or incorporated by reference in the SEC Reports;

(iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct or contingent, nor entered

into any material transaction; (iv) the Company has not purchased any of its outstanding shares, nor declared, paid or otherwise made

any dividend or distribution of any kind on its shares other than ordinary and customary dividends; and (v) there has not been any material

adverse change in the shares, short-term debt or long-term debt of the Company.

Section 3.6 Litigation.

Except as set forth on Schedule 3.6 or in the SEC Reports, there is no Litigation involving monetary damages in excess of $2,500,000

in the aggregate pending against, or, to the knowledge of the Issuer or any of its Domestic Subsidiaries, threatened against the Issuer,

any of its Domestic Subsidiaries or any of their respective properties.

Section 3.7 Ownership

of Property. Except as set forth on Schedule 3.7 or in the SEC Reports, the Issuer and each of its Domestic Subsidiaries

is the lawful owner of, has good and marketable title to and is in lawful possession of, or has valid leasehold interests in, license

to or right to use, all properties and other assets (except for Intellectual Property Rights, which is covered in Schedule 3.17,

and real property, which is covered in Schedule 3.18) reported by the Issuer or such Domestic Subsidiary to be owned or leased

(as the case may be) by such Person, except (i) for any such properties which are immaterial to the operations of the Issuer’s or

such Domestic Subsidiary’s respective business or (ii) as may have been disposed of in the Ordinary Course of Business or otherwise

in compliance with the terms hereof.

Section 3.8 No

Default. No Event of Default (as defined in the Notes) has occurred and is continuing.

Section 3.9 Labor

Matters. There are no strikes or other labor disputes pending or threatened against the Issuer or any of its Domestic Subsidiaries,

which could reasonably be expected to have a Material Adverse Effect. Since January 1, 2021, hours worked and payments made to the employees

of the Issuer and each of its Domestic Subsidiaries have not been in violation, in any material respect, of the Fair Labor Standards Act

or any other applicable Law dealing with such matters. All payments due from the Issuer and its Domestic Subsidiaries, or for which any

claim may be made against any of them, on account of wages and employee and retiree health and welfare insurance and other benefits have

been paid or accrued as a liability on their books, as the case may be, except as could not reasonably be expected to have a Material

Adverse Effect. Any pending strikes and material labor disputes related to any collective bargaining agreements to which the Issuer or

any of its Domestic Subsidiaries is a party are set forth on Schedule 3.9 or in the SEC Reports. All material payments due from

the Issuer or any of its Domestic Subsidiaries on account of (a) workers’ compensation, employee health plans, social security and

welfare insurance and employee income tax source deductions and vacation pay; and (b) the equivalent plans of those specified in subsection

(a) in each foreign (non-U.S.) jurisdiction where the Issuer or any such Domestic Subsidiary carries on business, in each case, have been

paid in full to date or accrued as a liability on the books of the Issuer and each such Domestic Subsidiary. Neither the Issuer nor any

of its Domestic Subsidiaries has any obligation under any collective bargaining agreement which would be reasonably expected to result

in a Material Adverse Effect. There is no material organizing activity involving the Issuer or any of its Domestic Subsidiaries by any

labor union or group of employees which would be expected to result in a Material Adverse Effect.

Section 3.10 Investment

Company. Neither the Issuer nor any of its Domestic Subsidiaries is an “investment company” or a company “controlled”

by an “investment company” or a “subsidiary” of an “investment company,” all within the meaning of

the Investment Company Act of 1940. The Issuer and its Domestic Subsidiaries are not subject to regulation under the Federal Power Act,

the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability

to incur Debt, or which may render its obligations under the Financing Documents unenforceable.

Section 3.11 Margin

Regulations. None of the proceeds from the Notes have been or will be used by the Issuer or any Domestic Subsidiary for the

purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any indebtedness which was originally incurred

to purchase or carry any Margin Stock or for any other purpose which might cause any of the Notes to be considered a “purpose credit”

within the meaning of Regulation T, U or X of the Federal Reserve Board.

Section 3.12 Compliance

With Laws; Anti-Terrorism Laws.

(a) Laws

Generally. The Issuer and each Subsidiary is in compliance with the requirements of all applicable Laws, except to the extent such

noncompliance could not reasonably be expected to have a Material Adverse Effect.

(b) Anti-Terrorism

Laws. Neither the Issuer nor any of its Subsidiaries, or, to the knowledge of the Issuer and its Subsidiaries, none of their Affiliates

(i) is in violation of any Anti-Terrorism Law, or (ii) is a Blocked Person, or is controlled by a Blocked Person. Neither the Issuer nor

any of its Domestic Subsidiaries, or, to the knowledge of the Issuer and its Subsidiaries, none of their Affiliates, (A) conducts any

business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or

(B) deals in any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other

Anti-Terrorism Law. No part of the proceeds of any Notes will be used directly or, to the knowledge of the Issuer and its Subsidiaries,

indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political

office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,

in violation of the FCPA or any other applicable Law dealing with such matters.

Section 3.13 Taxes.

Except as set forth on Schedule 3.13 or in the SEC Reports, all federal, state and foreign tax returns, reports and statements

required to be filed by or on behalf of the Issuer or any Domestic Subsidiary have been timely filed with the appropriate Governmental

Authorities in each jurisdiction in which such returns, reports and statements are required to be filed and, except to the extent subject

to a Permitted Contest, all taxes (including sales, employment and real property taxes) and other charges shown to be due and payable

in respect thereof or otherwise due from the Issuer or any Domestic Subsidiary in any material amount have been timely paid prior to the

date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof.

Section 3.14 Compliance

with ERISA; Foreign Benefit Plans.

(a) ERISA

Plans. Schedule 3.14 lists all Pension Plans and Multiemployer Plans of the Issuer and its Domestic Subsidiaries. Except as

could not reasonably be expected to have a Material Adverse Effect, each ERISA Plan (and the related trusts and funding agreements) complies

in form and in operation with, has been administered in material compliance with, and the terms of each ERISA Plan satisfies, the applicable

requirements of ERISA and the Code in all material respects. Each ERISA Plan which is intended to be qualified under Section 401(a) of

the Code is so qualified, and the United States Internal Revenue Service has issued a favorable determination letter with respect to each

such ERISA Plan which may be relied on currently. Neither the Issuer nor any of its Domestic Subsidiaries has incurred liability for any

material excise tax under any of Sections 4971 through 5000 of the Code.

(b) Pension

Plans and Multiemployer Plans. During the thirty-six (36) month period prior to making of the Notes, (i) no steps have been taken

to terminate any Pension Plan and (ii) no failure to make contributions with respect to any Pension Plan sufficient to give rise to a

Lien under the Code has occurred. All amounts required by Code Sections 412 and 430 to be funded by the Issuer or any Domestic Subsidiary

or any member of a Controlled Group with respect to a Pension Plan have been made in compliance therewith. No condition exists or event

or transaction has occurred with respect to any Pension Plan which could result in the incurrence by the Issuer and Domestic Subsidiaries,

taken as a whole, of any liabilities, fines and penalties exceeding $500,000 (excluding, for the avoidance of doubt, current PBGC premiums

or other contributions required by ERISA or other applicable Law in the ordinary course). The Issuer and Domestic Subsidiaries, taken

as a whole, have not incurred liabilities exceeding $500,000 to the PBGC (other than for current premiums) with respect to any Pension

Plan. All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by the Issuer,

any of its Domestic Subsidiaries or any member of the Controlled Group under the terms of such plan, any collective bargaining agreement,

or by applicable Law. Neither the Issuer, any of its Domestic Subsidiaries nor any member of the Controlled Group (A) has withdrawn or

partially withdrawn from any Multiemployer Plan, (B) has incurred any withdrawal liability with respect to any such plan, or (C) has received

notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan (in each case with respect to

which there is any unsatisfied withdrawal liability). No member of the Controlled Group has received any written notice that a Multiemployer

Plan is in reorganization or termination, that increased contributions may be required to avoid a reduction in plan benefits or the imposition

of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 or Section 431 of

the Code, that any such plan is or may be terminated, or that any such plan is or is expected to become insolvent.

respect to each program, plan or arrangement mandated by a government other than the United States providing for post-employment benefits

(each a “Foreign Government Benefit Plan”) and with respect to each employee benefit plan maintained or contributed

to by the Issuer or any Domestic Subsidiary that is not subject to Laws of the United States providing for post-employment benefits (each,

a “Foreign Plan”), to the Issuer’s and its Domestic Subsidiaries’ knowledge: (i) all employee and employee

contributions required by Law or by the terms of any Foreign Government Benefit Plan or any Foreign Plan have been made, or, if applicable,

accrued, in accordance with normal accounting practices, (ii) the liability of the Issuer or any Domestic Subsidiary with respect to a

Foreign Plan is reflected in accordance with normal accounting practices or the financial statements of the Issuer or such Domestic Subsidiary,

as the case may be and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing

with applicable regulatory authorities unless in each case under the foregoing clauses (i), (ii) and (iii), the failure to do so could

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

Section 3.15 [Reserved].

Section 3.16 Environmental

Compliance.

(a) Hazardous

Materials. No Hazardous Materials (i) are currently located on any properties owned, leased or operated by the Issuer or any Domestic

Subsidiary in violation of any Environmental Law, except for violations which could not reasonably be expected to have a Material Adverse

Effect, or (ii) have been released into the environment, or deposited, discharged, placed or disposed of at, on, under or near any of

such properties in a manner that would require the taking of any action by the Issuer or any Domestic Subsidiary under any Environmental

Law and have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. No portion of any such property is

being used, or to the Issuer’s or its Domestic Subsidiaries’ knowledge, has been used at any previous time, for the disposal,

storage, treatment, processing or other handling of Hazardous Materials in material violation of any Environmental Law nor to the Issuer’s

or its Domestic Subsidiaries’ knowledge is any such property affected by any Hazardous Materials Contamination, which in each case,

would reasonably be expected to result in a Material Adverse Effect. All written notifications of a release of Hazardous Materials required

to be filed by or on behalf of the Issuer or any Domestic Subsidiary under any applicable Environmental Law have been filed or are in

the process of being timely filed by or on behalf of the Issuer or Domestic Subsidiary, except where the failure to do so could not reasonably

be expected to have a Material Adverse Effect.

(b) Notices

Regarding Environmental Compliance. No written notice, notification, demand, request for information, citation, summons, complaint

or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, or to the

Issuer’s or and its Domestic Subsidiaries’ knowledge, threatened by any Governmental Authority or other Person with respect

to any (i) alleged violation by the Issuer or any Domestic Subsidiary of any Environmental Law, (ii) alleged failure by the Issuer or

any such Domestic Subsidiary to have any Permits required in connection with the conduct of its business or to comply with the terms and

conditions thereof, (iii) any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Materials or (iv)

release of Hazardous Materials, except in each case of the foregoing to the extent as would not reasonably be expected to have a Material

Adverse Effect.

Requiring Remediation. No property now owned or leased by the Issuer or any Domestic Subsidiary and, to the Issuer’s or its

Domestic Subsidiaries’ knowledge, no such property previously owned or leased by the Issuer or any such Domestic Subsidiary, to

which the Issuer or any such Domestic Subsidiary has, directly or indirectly, transported or arranged for the transportation of any Hazardous

Materials, is listed or, to the Issuer’s or any of its Domestic Subsidiaries’ knowledge, proposed for listing, on the National

Priorities List promulgated pursuant to SEMS or any state list or is the subject of federal, state or local enforcement actions or other

investigations which may lead to claims against the Issuer or any such Domestic Subsidiary for clean-up costs, remedial work, damage to

natural resources or personal injury claims, including, but not limited to, claims under CERCLA or RCRA, except, in each case of the foregoing,

to the extent as would not reasonably be expected to have a Material Adverse Effect.

(d) Underground

Storage Tanks. Neither the Issuer nor any of its Domestic Subsidiaries operates any underground storage tanks on any property owned

or leased by the Issuer or any Domestic Subsidiary that are not registered or permitted in accordance with applicable Environmental Laws

or that the Issuer or any of its Domestic Subsidiaries is required to monitor, maintain, retrofit, upgrade, investigate, abate, remediate

or remove under Environmental Law, except to the extent as could not reasonably be expected to have a Material Adverse Effect.

(e) Environmental

Liens. No Liens exist under or pursuant to any applicable Environmental Laws on any real property or other assets owned by the Issuer

or any Domestic Subsidiary, and to the Issuer’s or any of its Domestic Subsidiaries’ knowledge no actions by any Governmental

Authority have been taken or are in process which could subject any of such properties or assets to such Liens, except to the extent as

could not reasonably be expected to have a Material Adverse Effect.

Section 3.17 Intellectual

Property. The Company and its Domestic Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications,

trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet

domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or

unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”),

necessary for the conduct of their respective businesses as conducted as of the date of this Agreement or the Closing Date, as applicable,

except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Domestic Subsidiaries have not received any

written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict,

if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s

Knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any of its Domestic Subsidiaries’

rights in or to or the validity of the scope of any of the Company’s or its Domestic Subsidiaries’ Intellectual Property.

No other Person has any right or claim in any of the Company’s or any of its Domestic Subsidiaries’ Intellectual Property

by virtue of any contract, license or other agreement entered into between such Person and the Company or any of its Domestic Subsidiaries

or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Domestic Subsidiaries. Neither

the Company nor any of its Domestic Subsidiaries has received any written notice of any claim challenging the rights of the Company or

any of its Domestic Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any of its Domestic

Subsidiaries, which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Section 3.18 Real

Property Interests. As of the Closing Date, except as set forth on Schedule 3.18 or in the SEC Reports, neither the

Issuer nor any Domestic Subsidiary has any ownership, leasehold or other possessory interest in real property. As of the Closing Date,

Schedule 3.18 sets forth, with respect to each parcel of real estate owned or leased by the Issuer or any Domestic Subsidiary,

the street address of each such parcel.

Section 3.19 Insurance.

Except as set forth on Schedule 3.19 or in the SEC Reports, the properties of the Issuer and its Domestic Subsidiaries are insured

with financially sound and reputable insurance companies not Affiliates of the Issuer or its Domestic Subsidiaries in such amounts, with

such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties

in locations where the Issuer and its Subsidiaries operate.

Section 3.20 Bank

Accounts. Set forth on Schedule 3.20 is a listing of all of the deposit accounts, securities accounts, commodities accounts

or other similar accounts of the Issuer and each Domestic Subsidiary maintained by the Issuer and such Domestic Subsidiaries as of the

Closing Date.

Section 3.21 SEC

Reports. Since March 31, 2026 (the “Most Recent 10-K Filing Date”), the Company has timely filed all reports,

schedules, forms, statements and other documents required to be filed with or furnished to the Commission by the Company under the Securities

Act or the Exchange Act, including those required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d)

of the Exchange Act. As of the date of this Agreement or the Closing Date, as applicable, no Subsidiary of the Company is required to

file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. As of its filing

date (or, if amended or superseded by a filing prior to the Signing Date or the Closing Date, as applicable, on the date of such amended

or superseded filing), each SEC Reports filed with or furnished to the Commission complied in all material respects with the requirements

of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to

it, and, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, as applicable,

on the date of such amended or superseded filing), such SEC Report did not contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. Each SEC Report to be filed with or furnished to the Commission after the date of this Agreement

or the Closing Date, as applicable, when such document is filed with or furnished to the Commission and, if applicable, when such document

becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange

Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue

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

therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received

by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration

statement filed by the Company under the Securities Act or the Exchange Act

Section 3.22 Disagreements.

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 material

fees owed to its accountants and lawyers which could adversely affect the Company’s ability to perform any of its obligations under

any of the Transaction Documents

Section 3.23 Debt.

Set forth on Schedule 3.23 or in the SEC Reports is a true and complete list of all Debt of the Issuer and such Schedule accurately

sets forth the aggregate principal amount of such Debt as of the Signing Date.

Section 3.24 Treatment

of Obligations. All Obligations including those to pay principal of and interest (including post-petition interest, whether

or not allowed as a claim under bankruptcy or similar laws) on the Notes and other Obligations, and fees and expenses in connection therewith,

shall constitute “Senior Indebtedness” or similar term relating to the Obligations and all such Obligations shall be entitled

to the benefits of the subordination provisions created by any subordination agreement subordinating any Debt permitted hereunder to the

Obligations in accordance with the terms hereof.

Section 3.25 Material

Non-Public Information. All material non-public information regarding the Issuer or any Domestic Subsidiary that has been disclosed

to the Purchasers on or prior to the date hereof, has been disclosed, or will be disclosed, in the 8-K filing to be made by the Issuer

prior to the commencement of trading on the first Trading Day following the date hereof.

Section 3.26 Private

Offering. Assuming the accuracy of the Purchaser’s representations and warranties contained in Article 13, no

registration of the Notes pursuant to the provisions of the Securities Act or state securities or “blue sky” laws or any other

applicable law will be required for the offer, sale or issuance of the Notes by the Issuer to the Purchasers pursuant to this Agreement.

Section 3.27 Sanctions;

Anti-Corruption.

(a) Neither

the Issuer nor any of its Subsidiaries, nor, to the knowledge of the Issuer or any Subsidiary, any employee, agent, or affiliate of the

Issuer or any of its Domestic Subsidiaries is an individual or entity (“person”) that is, or is owned or controlled

by persons that are: (i) the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations

Security Council, the European Union, the Government of Canada, His Majesty’s Treasury, or other relevant sanctions authority (collectively,

“Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the

subject of Sanctions (including Crimea, Cuba, Iran, North Korea, Syria and the Donetsk/Luhansk/Zaporizhzhia/Kherson regions of Ukraine).

(b) The

Issuer, its Domestic Subsidiaries and their respective directors and officers and, to the knowledge of the Issuer and any Domestic Subsidiary,

any employees and the agents of the Issuer and its Domestic Subsidiaries, are in compliance with all applicable Sanctions and with the

FCPA and any other applicable anti-corruption law. The Issuer and their Domestic Subsidiaries have instituted and maintain policies and

procedures designed to ensure continued compliance with applicable Sanctions, the FCPA, and any other applicable anti-corruption laws.

Section 3.28 Filings,

Consents and Approvals. To the Issuer’s knowledge, the Issuer is not required to obtain any consent, waiver, authorization

or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental

authority or other Person in connection with the execution, delivery and performance by the Issuer of the Transaction Documents, other

than those that have been or will be obtained.

Section 3.29 Issuance

of the Securities. The Notes have been duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective

terms except as enforcement thereof may be limited by applicable laws relating to bankruptcy, insolvency, fraudulent conveyance and other

similar laws and by general equitable principles. The Underlying Shares have been duly authorized and when issued in accordance with the

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

other than restrictions on transfer provided for in the Transaction Documents.

Section 3.30 Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the

Issuer has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the

Common Stock under the Exchange Act nor has the Issuer received any notification that the Commission is contemplating terminating such

registration. Except as set forth on Schedule 3.30 or in the SEC Reports, the Issuer is, and has no reason to believe that

it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock

is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the

Issuer is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection

with such electronic transfer.

Section 3.31 [Reserved].

Section 3.32 No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Article

13, other than the April 2026 A&R SPA (as defined in the Notes) and the April 2026 SPA (as defined in the Notes), neither the

Issuer, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales

of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be

integrated with prior offerings by the Issuer for purposes of (i) the Securities Act which would require the registration of any such

securities under the Securities Act, or (ii) any applicable stockholder approval provisions of any Trading Market on which any of the

securities of the Issuer are listed or designated.

Section 3.33 Acknowledgment

Regarding Purchasers’ Purchase of Securities. The Issuer acknowledges and agrees that each of the Purchasers is acting

solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

thereby. The Issuer further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Issuer (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Securities. The Issuer further represents to each Purchaser that the Issuer’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions

contemplated hereby by the Issuer and its representatives.

Section 3.34 Acknowledgment

Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding,

it is understood and acknowledged by the Issuer that: (i) none of the Purchasers has been asked by the Issuer to agree, nor has any Purchaser

agreed, to desist from purchasing or selling, long and/or short, securities of the Issuer, or “derivative” securities based

on securities issued by the Issuer or to hold the Securities for any specified term, (ii) past or future open market or other transactions

by any Purchaser, specifically including, without limitation, Short Sales (as defined in Regulation SHO) or “derivative” transactions,

before or after the closing of this or future private placement transactions, may negatively impact the market price of the Issuer’s

publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser

is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) each Purchaser shall

not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction

by virtue of this Agreement. The Issuer further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities

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

of the Underlying Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce

the value of the existing stockholders’ equity interests in the Issuer at and after the time that the hedging activities are being

conducted. The Issuer acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Section 3.35 Regulation

M Compliance. The Issuer has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Issuer 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 Issuer, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement

of the Securities.

Article 4

AFFIRMATIVE COVENANTS

Until all Obligations have

been Paid in Full, the Issuer agrees:

Section 4.1 Financial

Statements and Other Reports. Upon the prior written request of any Purchaser with respect to any of the items referred to

below (provided that, to the extent, any such information is material, non-public information, such Purchaser shall have agreed

in writing with the Issuer to keep such information confidential pursuant to terms acceptable to the Issuer in its reasonable discretion

(it being understood that no such confidentiality arrangement shall include an obligation to publicly disclose such information without

the Issuer’s consent exercised in its sole discretion) and otherwise such item shall not be required to be delivered or may otherwise

be redacted by the Issuer), to deliver to the Purchasers:

(a) [Reserved].

(b) Quarterly Financial

Statements. Within sixty (60) days after the end of any Fiscal Quarter ending after the Closing Date (so long as the request therefor

is received by the last day of such Fiscal Quarter, otherwise promptly thereafter), a consolidated balance sheet of the Issuer and its

Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of operations and cash flows for such Fiscal

Quarter, and for the portion of the Fiscal Year then ended together with in comparative form, the figures for the corresponding periods

of the previous Fiscal Year, all in reasonable detail and in the case of such financial statements certified by a Responsible Officer

of the Issuer as fairly presenting in all material respects the financial condition and results of operations of the Issuer and its Subsidiaries

and as having been prepared in accordance with GAAP applied on a basis consistent with the financial statements of the Issuer, subject

to changes resulting from normal year-end adjustments and the absence of footnote disclosures. Any such financial statements that the

Issuer files with the Commission via EDGAR shall be deemed to have been delivered to the Purchasers.

Financial Statements. Within one hundred twenty (120) days after the end of the Fiscal Year ending December 31, 2026 and for each

Fiscal Year thereafter, a consolidated balance sheet of the Issuer and its Subsidiaries as of the end of such Fiscal Year and the related

consolidated statements of operations, owners’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative

form the figures for the previous Fiscal Year, audited by an independent public accountant of nationally recognized standing or other

independent public accountants (the “Accountants”); and, which report shall state that such financial statements fairly

present, in all material respects, the financial position, on a consolidated basis, of the Issuer and its Subsidiaries as of the dates

indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis

consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such Accountants

in connection with such financial statements has been made in accordance with generally accepted auditing standards. Any such financial

statements that the Issuer files with the Commission via EDGAR shall be deemed to have been delivered to the Purchasers.

(d) [Reserved].

(e) Regulatory

Filing Information. Promptly upon their becoming available, copies of (i) all financial statements, material reports, material notices

and proxy statements sent or made available generally by the Issuer to its security holders, (ii) all regular and periodic reports and

all registration statements and prospectuses publicly filed by the Issuer with any securities exchange or with the Commission or any successor,

and (iii) all press releases and other statements made available generally by the Issuer concerning material developments in the business

of the Issuer.

(f) Notices

of Material Events. Promptly upon any officer of the Issuer obtaining knowledge, (i) of the existence of any Event of Default or Default,

(ii) of the institution or threat of any Litigation seeking equitable relief or involving an alleged liability of the Issuer or Domestic

Subsidiary in excess of $2,500,000 or (iii) any event or occurrence default which could reasonably be expected to have a Material Adverse

Effect.

(g) [Reserved].

(h) Governmental

Reports and Notices. Promptly upon receipt or filing thereof, copies of any reports or notices related to any matter which could reasonably

be expected to have a Material Adverse Effect which are received by the Issuer or any Domestic Subsidiary from, or filed by the Issuer

or any Domestic Subsidiary with, any Governmental Authority.

(i) Notices

with Respect to Other Debt. Promptly upon receipt or delivery thereof, as applicable, copies of default notices, amendments and other

material deliverables (other than in the ordinary course of business) which the Issuer delivers to or receives from any lender or credit

provider under any material Debt of the Issuer.

(j) Issuer

Information. With reasonable promptness, such other information and data with respect to the Issuer or any Domestic Subsidiary as

from time to time may be reasonably requested by any Purchaser.

Notwithstanding anything to the contrary herein,

nothing in any Financing Document shall require Issuer, or any of its Subsidiaries to provide information to any Purchaser (i) that constitutes

non-financial trade secrets or non-financial proprietary information, (ii) the disclosure of which is prohibited by applicable Law, (iii)

that is subject to attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is restricted

by a binding non-disclosure agreement or other contractual restriction owed to a third party that is not an Affiliate.

Any such document or report that the Issuer files

with the Commission via EDGAR or otherwise makes publicly available on its website shall be deemed to be delivered with the Purchasers

for purposes of this Section 4.1 at the time such documents are filed via EDGAR or posted to such website as long as, with respect

to documents or reports posted on the Issuer’s website, the Issuer has notified each Purchaser that such filing has been made.

Section 4.2 Payment

and Performance of Obligations. The Issuer (a) will pay and discharge, and cause each Subsidiary to pay and discharge, at or

before maturity, all of its respective material Tax liabilities and similar governmental obligations, except for such obligations and/or

liabilities that may be the subject of a Permitted Contest or as set forth on Schedule 3.13, and (b) will not breach or permit

any Subsidiary to breach, or permit to exist any default under, the terms of any lease, license, commitment, contract or instrument to

which it is a party, or by which its properties or assets are bound, except for such breaches or defaults which could not reasonably be

expected to have a Material Adverse Effect.

Section 4.3 Maintenance

of Existence. The Issuer will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve,

renew and keep in full force and effect, (a) its legal existence (other than in connection with a transaction expressly permitted pursuant

to Section 5.7) and (b) all rights, privileges and franchises necessary in the normal conduct of business, other than, in the case

of this clause (b), (i) in connection with a transaction expressly permitted pursuant to Section 5.7 or (ii) where a failure to

do so would not reasonably be expected to result in a Material Adverse Effect.

Section 4.4 Maintenance

of Property; Insurance.

(a) Maintenance

of Property. The Issuer will keep, and will cause each Subsidiary to keep, all property necessary in its business in good working

order and condition (ordinary wear and tear, casualty and condemnation excepted), except to the extent the failure to do so has not resulted

in, or could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b) [Reserved].

(d) [Reserved].

Section 4.5 Compliance

with Laws. The Issuer will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws, except

to the extent that failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Section 4.6 Inspection

of Property, Books and Records, Appraisals; Account Verifications. The Issuer will keep, and will cause each Domestic Subsidiary

to keep, proper books of record and account in accordance, in all material respects, with GAAP in which full, true and correct entries

in all material respects shall be made of all dealings and transactions in relation to its business and activities. The Issuer will permit,

and will cause each Subsidiary to permit during normal business hours following reasonable advance notice (during the continuance of an

Event of Default, no such notice shall be required), at the sole cost of the Issuer, representatives of any Purchaser (which may be accompanied

by representatives of such Purchaser) to visit and inspect any of their respective properties, to examine and make abstracts or copies

from any of their respective books and records, to conduct collateral audits, physical inspections and analyses of their respective assets

and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants;

provided that (a) excluding any such visits and inspections during the continuation of an Event of Default, a Purchaser shall not

exercise such rights more often than two (2) times during any calendar year absent the continuation of an Event of Default and only one

(1) such time shall be at the Issuer’s expense and (b) when an Event of Default is continuing, a Purchaser may do any of the foregoing

at the expense of the Issuer. In addition to the foregoing, from time to time, if a Purchaser reasonably determines in good faith that

obtaining appraisals is necessary in order for any Purchaser to comply with applicable Laws or regulations, and at any time if an Event

of Default shall have occurred and be continuing, such Purchaser may, at the sole cost of the Issuer require the Issuer to obtain and

deliver to the Purchasers appraisal reports in form and substance and from appraisers reasonably satisfactory to the requesting Purchaser

stating the then current market values of all or any portion of the real estate and personal property owned by the Issuer and its Subsidiaries.

Section 4.7 Use

of Proceeds.

(a) The

Issuer will use the proceeds of the Notes solely (a) to pay transaction fees and expenses incurred in connection with the consummation

of the transactions contemplated by this Agreement and (b) for general working capital purposes and other corporate purposes.

(b) Without

limiting the generality of Section 4.7(a) above, neither the Issuer nor any Subsidiary of the Issuer, intends to use nor shall

they use any portion of the proceeds of the Notes, directly or, to such Person’s knowledge, indirectly, for any purpose in violation

of the Trading with the Enemy Act or to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any margin

stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for any related purpose governed by Regulations

T, U or X of the Board of Governors of the Federal Reserve System.

Section 4.8 [Reserved].

Section 4.9 Sanctions;

Anti-Corruption Laws. The Issuer will maintain in effect policies and procedures designed to promote compliance by the Issuer

and its Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA, CFPOA

and any other applicable anti-corruption laws.

Section 4.10 [Reserved].

Section 4.11 Further

Assurances. The Issuer will, and will cause each Domestic Subsidiary, at their own cost and expense, to promptly and duly take,

execute, acknowledge and deliver all such further acts, documents and assurances as may from time to time be reasonably necessary or as

the Required Purchasers may from time to time reasonably request in order to carry out the intent and purposes of the Financing Documents

and the transactions contemplated thereby, including all such actions to establish, create, preserve, protect and perfect a Lien in favor

of the Purchaser on the Holder Control Account) in accordance with the terms of this Agreement, the Controlled Account Agreement and the