Form 8-K

8-K — Mitesco, Inc.

Accession: 0001185185-26-001499

Filed: 2026-04-24

Period: 2026-04-20

CIK: 0000802257

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — miti8k042326.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (mitiex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (mitiex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: miti8k042326.htm · Sequence: 1

false

0000802257

2026-04-20

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 20, 2026

MITESCO,

INC.

(Exact

Name of Registrant as Specified in Charter)

Nevada

000-53601

87-0496850

(State

or another jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

505

Beachland Blvd., Suite 1377

Vero Beach, Florida 32963

(Address

of principal executive offices) (Zip Code)

(844)

383-8689

(Registrant’s

telephone number, including area code)

Check

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

any of the following provisions:

☐

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: None

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

N/A

Indicate

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

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

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

Item 3.02 Unregistered Sales of Equity Securities

2026 Bridge financing

On April 23,

2026 Mitesco, Inc. (the “Company”) received funding from a new institutional investor in the Company using the 2026 Bridge

Note previously executed with other of its historical investors. The 10% Original Issue Discount Convertible Promissory Note (the “2026

Bridge Note”) has a $50,000 purchase price. The note bears interest of 10%, and has a maturity 12 months from the date of the note.

Under the terms of the note, the Company is obligated to repay a total of $55,000 as the note includes a 10% original issue discount.

The note may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The description of the

2026 Bridge Note and related Securities Purchase Agreement represents summaries and are qualified in their entirety by Exhibit 10.1 and

Exhibit 10.2, attached hereto and incorporated herein by reference.

The 2026 Bridge Note was sold pursuant to an exemption

from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933. Securities issued in this offering have not been

registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption

from the registration requirements

Shares issued for dividends and redemptions

The Company

issued the shares noted to accredited Institutional investors in a transaction not involving a public offering pursuant to section 4(a)(2)

of the United States Securities Act of 1933, as amended.

Series X Preferred Stock issuances

The Board of Directors has approved the issuance

of additional shares of its Series X Preferred stock as follows:

a. Each Director shall receive $60,000 of Series X Preferred

stock as a part of their compensation for FY2026;

b. A historical shareholder, Anglo Irish Investments, LLC shall

receive $60,000 of Series X Preferred stock as consideration for its assistance in evaluating certain acquisitions.

As of a result of these issuances there are now

51,703 shares of Series X Preferred Stock outstanding.

The Series X Preferred shares have the following

attributes:

Ranking. The Series X Preferred Stock

ranks pari passu with the Series C Preferred Stock, senior to the Series A Preferred Stock and senior to all classes

or series of Common Stock.

Voting Rights. Holders of the Series

X Preferred Stock have “super” voting rights such that on each matter on which holders of the our stock are entitled to vote,

each share of Series X Preferred Stock will be entitled to four hundred (400) votes, subject to any adjustment for stock splits or dividends

subsequent to issuance, except that when shares of any other class or series of Preferred Stock we may issue have the right to vote with

the Series X Preferred Stock as a single class on any matter, the Series X Preferred Stock and the shares of each such other class or

series will have four hundred (400) votes for each $25.00 of liquidation preference (excluding accumulated dividends).

Dividends. Holders of shares of the

Series X Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for

the payment of dividends, or at our option through the issuance of shares of restricted Common Stock, cumulative cash, or Common Stock,

at the rate of 10% on $25.00 per share of each Series X Preferred Stock, per annum (equivalent to $2.50 per share per annum). Such dividends

shall accrue daily and be cumulative as of the issuance date of such Series X Preferred Stock and shall be payable monthly in arrears

on the 15th day of each month.

Liquidation Rights. Upon our liquidation,

dissolution or winding up, the holders of our Series X Preferred stock will be entitled to share rateably in all assets remaining after

payment of liabilities, subject to prior distribution rights of Preferred Stock then outstanding, if any, with a $25.00 liquidation preference

per share, plus an amount equal to any accumulated and unpaid dividends prior to any distributions to our Common Stock holders or any

other class or series of capital stock that may rank junior to the Series X Preferred Stock. Such liquidation preference is subject to

adjustments for stock splits, combinations, or similar events.

Rights and Preferences. The rights,

preferences, and privileges of holders of our Series X Preferred Stock are subject to, and may be adversely affected by, the rights of

holders of shares of any series of Preferred Stock that we may designate and issue in the future that may rank senior to the Series X

Preferred Stock.

Redemption Rights. On or after December

31, 2022, or the occurrence of a change of control, we may, at our option, upon at least 30 days’ but not more than 60 days’

notice, redeem the Series X Preferred Stock, in whole or in part for cash at a redemption price of $25.00 per share of Series X Preferred

Stock, plus any accumulated and unpaid dividends thereon. If such a redemption is due to a change of control, then such redemption price

can only be paid with cash, otherwise, the redemption price may be paid out of cash or issuance of other equity at our option.

Pre-emptive or Similar Rights. Our Series

X Preferred Stock has no pre-emptive or conversion rights or other subscription rights, nor are there any redemption or sinking fund provisions

applicable to our Common Stock.

Fully Paid and Nonassessable. All our issued

and outstanding shares of Series X Preferred Stock are fully paid and nonassessable.

These shares of restricted stock were issued to accredited investors

in a transaction not involving a public offering pursuant to Regulation D of the United States Securities Act of 1933, as amended. The

securities described have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements.

Item 5.02 Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 20, 2026 the Board of Directors of Mitesco,

Inc. (the “Company”) hereby approved the following actions:

Officer Compensation for FY2026

The Board has approved the following compensation

for Brian Valania in his role as CEO of the Company for FY2026:

a. Base salary of $120,000 per year, accruing monthly retroactive

to January 1, 2026;

b. A quarterly performance bonus of $30,000 per quarter to be

earned based on the achievement of certain MBO (management by objective) actions. Those achievement goals to be set by Jordan Balencic

as head of the compensation committee;

c. All payments shall accrue but will not be paid unless the

Board determines that there is sufficient cash available to do so;

d. It is noted that as of this date $60,000 remains unpaid and

owed from FY2025, and the Board will make a determination as to the ability to be paid based on available cash on a going forward basis.

Director Compensation for FY 2026

The Board has set compensation for the members

of the Board during FY2026 as follows:

e. An issuance of $60,000 of Series X Preferred shares as of

this date;

f. An issuance of 100,000 stock options under a Form S-8 when

filed as noted below, fully vested at the time of issuance;

g. A potential award of $25,000 in cash upon the successful

raising of at least $5 million in equity, debt or other cash infusion.

Item 8.01 Other Events.

The Board of

Directors has approved the filing of a stock option plan for the benefit of its employees, executives, advisors and consultants. It anticipates

filing the new plan under Form S-8 allowing for 5 million shares to be issued, with pricing for the exercise of the options to be set

at 115% of the closing price at the time of the issuance.

The Company has previously stated it is looking for

acquisitions including those based on new technologies. On April 22, 2025 it retained a firm with expertise in valuations to examine

one of its potential acquisition candidates. The Company expects to incur an expense of up to $20,000 related to this advisory firm,

and potentially as much as $150,000 in total professional expenses including legal, accounting and audit during Q2 of FY2026 should it

choose to proceed with this transaction There can be no assurance that the Company will be able to agree to acceptable terms with the

entity and its shareholders, that the financing needed to fund the operations at acceptable terms will be available, or that the Company’s

professionals will be able to provide comfort and opinion letters to support the transaction.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Description

10.1

Form of 2026 Bridge Note

10.2

Form of 2026 Bridge Note Securities Purchase Agreement

104

Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Dated: April 24, 2026

MITESCO, INC.

By:

/s/ Mack Leath

Mack Leath

Chairman and CEO

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: mitiex10-1.htm · Sequence: 2

Exhibit 10.1

NEITHER THE ISSUANCE AND SALE OF

THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES 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 (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE

FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID

ACT OR OTHER APPLICABLE EXEMPTION. 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.

Principal Amount: $55,000.00

Issue Date: April 10, 2026

Actual Amount of Purchase Price: $50,000.00

PROMISSORY NOTE

FOR VALUE RECEIVED,

MITESCO INC., a Nevada corporation (hereinafter called the “Borrower” or the “Company”)

(Trading Symbol: MITI), hereby promises to pay to ___________, or registered assigns (the “Holder”), in the form of lawful

money of the United States of America, the principal sum of $55,000.00 (the “Principal Amount”) (subject to adjustment herein),

of which $50,000.00 (the “Purchase Price”) is the actual amount of the purchase price hereof plus an original issue discount

in the amount of $5,000.00 (the “OID”), and to pay a one-time interest charge on the Principal Amount hereof at the rate of

ten percent (10%) (the “Interest Rate”) (which is equal to $5,500.00 and shall be guaranteed and earned in full as of the

date hereof (the “Issue Date”)), when such amounts become due and payable, whether at maturity or upon acceleration or by

prepayment or otherwise, as further provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity

Date”) and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees,

shall be due and payable.

This Note may not be prepaid or repaid in whole or in part

except as otherwise explicitly set forth herein.

Any Principal

Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%)

per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).

Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

All payments

due hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common

Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be

made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this

Note. 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.

Each capitalized

term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated

as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note,

the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of

New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading Day”

means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement),

provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

This Note

is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights

or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall also apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following the earlier of (i) the date

that an Event of Default (as defined herein) occurs under this Note or, (ii) the date that is six (6) months from the Issue Date, to

convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully

paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other

securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined

below) determined as provided herein (a “Conversion”), by submitting to the Borrower or Borrower’s transfer agent a

Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion

Date (as defined in this Note) prior to 11:59 p.m., New York, New York time; provided, however, that notwithstanding anything

to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise,

to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder

(together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group

together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially

own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares

of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable

upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common

Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder

or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other

securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially

owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this

Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended

(the “1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder

is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated

thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, the Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

the Holder, the Company shall within two Trading Days confirm orally and in writing 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 or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be

4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person”

and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an

unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained

in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares (as defined in the Purchase Agreement)

(the “Conversion Shares”) to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount

(as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached

hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by

the Holder in accordance with the terms of this Note; provided that the Notice of Conversion is submitted by facsimile or e-mail (or

by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59

p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means,

with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion plus

(2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion

Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding

clauses (1) and/or (2).

2. Conversion Price.

(a) Calculation

of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under

this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”)

shall equal the lesser of (i) $0.15, or (ii) 65% of the lowest traded price of the Common Stock on the Principal Market on any Trading

Day during the ten (10) Trading Days prior to the respective Conversion Date, subject to adjustment as provided in this Note. If at any

time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the

sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for

such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount

to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to

equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par

value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s

fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock

dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or

increases the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a

distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides

outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding

shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock,

any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be

the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of

which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant

to the immediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled

to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification. “Common Stock Equivalents” means any securities of the Company or the Company’s Subsidiaries

(as defined in the Purchase Agreement) which would entitle the holder thereof to acquire at any time Common Stock, including, without

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

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

(b) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time while this Note is

outstanding, with the prior written consent of the Holder, reduce the then applicable Conversion Price to any amount and for any period

of time deemed appropriate by the Board of Directors of the Company. For the avoidance of doubt, the Holder shall not be required to effectuate

such conversion in the event of any reduction in Conversion Price by the Company.

3. Authorized

and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from

its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a

number of Conversion Shares equal to the greater of: (a) 5,000,000 shares of Common Stock or (b) the sum of (i) the number of Conversion

Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at the then applicable Conversion

Price multiplied by (ii) three (3) (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion

Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed

its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated

by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who

are charged with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute

and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section

1.4(f) hereof in accordance with the terms and conditions of this Note.

If, at any time,

the Borrower does not maintain the Reserved Amount, it will be considered an Event of Default (as defined in this Note) under this Note.

4. Method of Conversion.

(a) [Intentionally

Omitted].

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal

Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of

such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical

surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima

facie, be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note,

acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid

and unconverted Principal Amount of this Note represented by this Note may be less than the amount stated on the face hereof.

of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue

and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder

(or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless

and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s

account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction

of the Borrower that such tax has been paid.

(d) Delivery

of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile transmission

or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in

this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates

for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within

one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal

Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason

or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the

Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s

balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s

conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (i) the

Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the

product of (A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder

is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the

Company could have issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written

notice to the Company, may void all or any portion of such Notice of Conversion; provided that the voiding of all or any portion of a

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

notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the

Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance account with DTC

for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s

obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)

shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the

Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and

in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including

brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the

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

or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation

to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance account

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

of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise. 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 the Conversion

Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.

(e) Obligation

of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s

transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding

Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect

such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of

this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other

assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s

obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares

as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder

to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any

action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or

any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the

Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection

with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of

Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

(f) Delivery

of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable

upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities

Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in Section

1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Conversion

Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit

Withdrawal Agent Commission system.

5. Concerning

the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are

sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished

with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that

the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are

sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred

to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance

with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase

Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under

the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction

as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that

has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement

or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND

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

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

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

OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE

FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT,

OR OTHER APPLICABLE EXEMPTION. 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.”

The legend

set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without

such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by

crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such

Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold

pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as

of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated

by and in accordance with Section 4(l) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares

may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.

The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees

to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with

applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by

the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,

Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S,

or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

6. Effect of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the

assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined

below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant to which the Borrower

shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default

Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual,

corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this

Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result

of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter

have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu

of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would

have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without

regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the

rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment

of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as

may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effectuate

any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior

written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders

to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,

reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)

the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b).

The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders

of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the

Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a

“Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record

for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the

Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common

Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Purchase

Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities

or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders

of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights,

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

upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on

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

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

(e) Dilutive

Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or has

issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or

otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or

other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity

the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes or

warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then

Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”)

(it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase

price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights

per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share

that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date

of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion

Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance

of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in

the Purchase Agreement)), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective

price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies

with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base

Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations

for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion

at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant

to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing.

(f) Notice

of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described

in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each respective

adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate

setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock

and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed

facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant

transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall, within one (1) calendar day after

each written request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion Price in effect at such

time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property

which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is

based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment

or readjustment. For the avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the events described

in Section 1.6 of this Note shall occur without any action by the Holder and regardless of whether the Borrower complied with the notification

provisions in Section 1.6 of this Note.

7. [Intentionally

Omitted].

8. Status

as Shareholder. Upon submission of a Notice of Conversion by the Holder, (i) the Conversion Shares covered thereby shall be deemed

converted into shares of Common Stock and (ii) the Holder’s rights as the Holder of such converted portion of this Note shall cease

and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or

otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding

the foregoing, if the Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after

the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise

elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of

this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted

Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been

converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this Note.

9. Prepayment.

At any time prior to the date that an Event of Default occurs under this Note, the Borrower shall have the right, exercisable on ten (10)

calendar days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under this

Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered

to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note,

and (2) the date of prepayment which shall be ten (10) calendar days from the date of the Optional Prepayment Notice (the “Optional

Prepayment Date”). The Holder shall have the right, during the period beginning on the date of Holder’s receipt of the Optional

Prepayment Notice and until the Holder’s actual receipt of the full prepayment amount on the Optional Prepayment Date, to instead

convert all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid by the Borrower

in accordance with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below

to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay

the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of:

(w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional

Prepayment Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder

of the Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant

to this Section 1.9.

ARTICLE II. RANKING AND CERTAIN COVENANTS

1. Ranking.

This Note shall be unsecured Indebtedness of the Borrower. “Indebtedness” shall mean all indebtedness, including but not limited

to (a) all indebtedness of the Borrower or Subsidiaries for the deferred purchase price of property or services, including any type of

letters of credit, (b) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, all obligations

of the Borrower or Subsidiaries evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter

incurred by the Borrower or Subsidiaries to finance the purchase of fixed or capital assets, including all capital lease obligations of

the Borrower which do not exceed the purchase price of the assets funded, (d) all guaranties, endorsements and other contingent obligations

in respect of indebtedness of Borrower, Subsidiaries or others, whether or not the same are or should be reflected in the Borrower’s

or Subsidiaries’ consolidated balance sheet (or the notes thereto), (e) all guarantee obligations of the Borrower or Subsidiaries

in respect of obligations of the kind referred to in clauses (a) through (d) above that the Borrower or Subsidiaries would not be permitted

to incur or enter into, and (f) all obligations of the kind referred to in clauses (a) through (e) above that the Borrower or Subsidiaries

is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing

right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract

rights) owned by the Borrower or Subsidiaries, whether or not the Borrower or Subsidiaries has assumed or become liable for the payment

of such obligation

2. [Intentionally

Omitted].

3. Distributions

on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s

written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other

securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common

Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except

for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested

directors.

4. Restriction

on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower shall not

without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other

securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants,

rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated Indebtedness of Borrower.

5. Sale

of Assets. So long as the Borrower shall have any obligation under this Note, neither the Borrower nor any of the Borrower’s

Subsidiaries shall, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets

outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified

use of the proceeds of disposition.

6. Advances

and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without

the Holder’s written consent, lend money, give credit, make advances to or enter into any similar transaction with any person, firm,

joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower,

except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed Holder in writing

prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary course of business or (c)

in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall have any obligation

under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the

Borrower in connection with any indebtedness or accrued amounts owed to any such party.

7. Section

3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement

structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act

(a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that

the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this

note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000,

will be assessed and will become immediately due and payable to the Holder at its election in the form of a cash payment or added to the

balance of this Note (under Holder's and Borrower's expectation that this amount will tack back to the Issue Date), in addition to all

other available remedies at law or in equity.

8. Preservation

of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without

the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any material assets

other than in the ordinary course of business; (c) enter into a Variable Rate Transaction; or (d) enter into any Prohibited Transaction

(as defined in this Note). “Prohibited Transaction” shall mean any merchant cash advance transaction, sale of receivables

transaction, or any other similar transaction. In addition, so long as the Borrower shall have any obligation under this Note, the Borrower

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 (other than dormant Subsidiaries that have no or minimum assets) 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.

9. Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation or 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 the provisions of this Note and take all action as may be required to protect the rights of the Holder.

10. 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, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company

in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver

to the Holder a new Note.

ARTICLE III. EVENTS OF DEFAULT

It shall be considered an event of

default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur on or after the

Issue Date:

1. Failure

to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether

at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.

2. Conversion

and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will

not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of

this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate

for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,

(iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or delays, impairs,

and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion

Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove

(or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend

(or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon

conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat

that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written

announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder

shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its transfer agent (including but

not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note, if a conversion of this Note

is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder

advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be added to the

principal balance of the Note.

3. Breach

of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase Agreement,

this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or

in connection herewith or therewith.

4. Breach

of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this Note, Irrevocable

Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith

or therewith shall be false or misleading in any material respect when made.

5. Receiver

or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or

consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or

trustee shall otherwise be appointed.

6. Judgments.

Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of

its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days

unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

7. Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any

bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

8. Failure

to Comply with the 1934 Act. At any time on or after the Issue Date, the Borrower shall fail to comply with the reporting requirements

of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

9. Liquidation.

Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

10. Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such

debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

11. Maintenance

of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets

which are necessary to conduct its business (whether now or in the future).

12. Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from

two years prior to the Issue Date of this Note and until this Note is no longer outstanding.

13. Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to

the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant

to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)

signed by the successor transfer agent to Borrower and the Borrower.

14. Cross-Default.

The declaration of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements or

other instruments of the Company evidencing any Indebtedness of the Company (including those filed as exhibits to or described in the

Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.

15. Variable

Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or prior to the seventy fifth (75th)

calendar day after the Issue Date.

16. Inside

Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual

transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information

concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form

8-K pursuant to Regulation FD on that same date.

17. Unavailability

of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder is unable to (i)

obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage

firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any

portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon deposit

such shares into the Holder’s brokerage account.

18. Delisting,

Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock

(i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed on a Principal Market.

19. Market

Capitalization. The Borrower fails to maintain a market capitalization of at least $500,000 on any Trading Day, which shall be calculated

by multiplying (i) the closing price of the Borrower’s Common Stock on the Trading Day immediately preceding the respective date

of calculation by (ii) the total shares of the Borrower’s Common Stock issued and outstanding on the Trading Day immediately preceding

the respective date of calculation.

20. Rights

and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall

become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount

equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment

multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and

expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower. Holder may,

in Holder’s sole discretion, convert all or any portion of this Note (including the Default Amount) into Common Stock pursuant to

the terms of this Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date). The Holder

shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

1. 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 privileges. All rights and remedies of the Holder existing hereunder are cumulative to,

and not exclusive of, any rights or remedies otherwise available.

2. Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt

requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,

telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently

by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand

delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address

or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first

business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be

received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such

address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

MITESCO INC.

505 Beachland Blvd., Suite 1-377

Vero Beach, Florida 32963

e-mail: mackleath2@gmail.com

If to the Holder:

3. Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”

and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended

or supplemented, then as so amended or supplemented.

4. Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors

and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written consent of the Holder.

The Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private

transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent

of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona

fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that

following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may

be less than the amount stated on the face hereof.

5. Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including

reasonable attorneys’ fees.

6. Arbitration

of Claims; Governing Law; Venue; Attorney’s Fees. The Company and Holder shall submit all Claims (as defined in Exhibit C of

the Purchase Agreement) (the “Claims”) arising under this Note or any other agreement between the parties and their affiliates

or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit

C of the Purchase Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge and agree that the Arbitration

Provisions are unconditionally binding on the Company and Holder hereto and are severable from all other provisions of this Note. By executing

this Note, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal

counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the

expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions,

and that Company will not take a position contrary to the foregoing representations. The Company acknowledges and agrees that Holder may

rely upon the foregoing representations and covenants of the Company regarding the Arbitration Provisions. 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 Nevada, without giving effect to any choice of law or conflict of law provision

or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Nevada. The Company and Holder consent to and expressly agree that the exclusive venue for arbitration of any

Claims arising under this Note or any other agreement between the Company and Holder or their respective affiliates (including but not

limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Holder or their respective affiliates

shall be in Essex County, State of New Jersey. Without modifying the Company’s and Holder’s obligations to resolve disputes

hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and

notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other

agreement between the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action

between or involving Company and the Company’s transfer agent under the Irrevocable Transfer Agent Instructions (as defined in the

Purchase Agreement) or otherwise related to Holder in any way (specifically including, without limitation, any action where Company seeks

to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of

Common Stock to Holder for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction

of any state or federal court sitting in Essex County, State of New Jersey, (ii) expressly submits to the exclusive venue of any such

court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where

Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing

shares of Common Stock to Holder for any reason) outside of any state or federal court sitting in Essex County, State of New Jersey, and

(iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense

or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding

is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall limit, or shall be deemed or construed

to limit, the ability of the Holder to realize on any collateral or any other security, or to enforce a judgment or other court ruling

in favor of the Holder, including through a legal action in any court of competent jurisdiction, or (ii) shall limit, or shall be deemed

or construed to limit, any provision of Section 4.15 of this Note. The Company hereby irrevocably waives, and agrees not to assert in

any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally

subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding is brought in an inconvenient forum

or that the venue of such suit, action or proceeding is improper (including but not limited to based upon forum non conveniens).

THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE

HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives

personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note or any

other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified

mail or overnight delivery (with evidence of delivery) to Company at the address in effect for notices to it under this Note and agrees

that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed

to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought

in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled

to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Note shall be invalid or unenforceable

in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Note

in that jurisdiction or the validity or enforceability of any provision of this Note in any other jurisdiction.

7. Certain

Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or

the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower

and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine

and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder

in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion

of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that

such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment

without the opportunity to convert this Note into shares of Common Stock.

8. Purchase

Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the Transaction Documents

entered into in connection herewith and therewith.

9. Notice

of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock

unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification

of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the

event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive

payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,

consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other

right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed

liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior

to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier),

of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief

statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The

Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with

the notification to the Holder in accordance with the terms of this Section 4.9.

10. Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce

specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being

required.

11. Construction;

Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against any

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.

12. Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under

this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability

of the Company under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum

lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any

rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the nature

of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official governmental

action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this

Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,

interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such

excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner

of handling such excess to be at the Holder’s election.

13. Severability.

In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including any judicial

ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the

validity or enforceability of any other provision of this Note.

14. Terms

of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries of any security,

or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably believes is more

favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was

not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit of such more

favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such additional or

more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii)

such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower

complied with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable

to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts.

15. Dispute

Resolution.

(a) In

the case of a dispute relating to the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Issue Date, Closing

Date, Maturity Date, the closing bid price, or fair market value (as the case may be) (including, without limitation, a dispute relating

to the determination of any of the foregoing) (the “Note Calculations”), 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) Trading 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 agree upon such determination or calculation within two (2) Trading Days

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, submit the dispute to an independent, reputable investment bank or independent, outside

accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent

Third Party.

(b) The

Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in

accordance with the first sentence of this Section 4.15(a) 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 second (2nd) Business Day immediately following the date on which the

Holder selected such Independent Third Party (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 Independent Third Party with respect to such dispute

and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such

Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder

or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any

written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute

Documentation.

Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and

the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and

expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of

such dispute shall be final and binding upon all parties absent manifest error.

(d) The

Company expressly acknowledges and agrees that (i) this Section 4.15 constitutes an agreement to arbitrate between the Company and the

Holder (and constitutes an arbitration agreement) under the rules then in effect under the Nevada Rules of Civil Procedure (“NRCP”)

and that the Holder is authorized to apply for an order to compel arbitration pursuant to the NRCP in order to compel compliance with

this Section 4.15, (ii) a dispute relating to the Note Calculations includes, without limitation, disputes as to (A) whether an issuance

or sale or deemed issuance or sale of Common Stock occurred under Section 1.6 of this Note, (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, (D) whether an agreement, instrument, security or the like constitutes a Common Stock

Equivalent 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 Independent Third Party’s resolution of the applicable dispute, such Independent Third Party

shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such Independent Third Party

determines are required to be made by such Independent Third Party in connection with its resolution of such dispute (including, without

limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 1.6 of this

Note, (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, (D) whether an agreement, instrument, security

or the like constitutes a Common Stock Equivalent and (E) whether a Dilutive Issuance occurred) and in resolving such dispute such Independent

Third Party shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents,

and (iv) nothing in this Section 4.15 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 4.15).

[signature page follows]

IN WITNESS WHEREOF, Borrower

has caused this Note to be signed in its name by its duly authorized officer on April 10, 2026.

MITESCO INC.

By:

Name:

Brian Valania

EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby

elects to convert $ _____ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued

pursuant to the conversion of the Note (“Common Stock”) as set forth below, of MITESCO INC., a Nevada corporation

(the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 9, 2026 (the

“Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer

taxes, if any.

Box Checked as to applicable instructions:

☐

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐

The undersigned hereby requests that the

Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on

the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on

an attachment hereto:

Date of Conversion:

Applicable Conversion Price:

Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note:

__________________

Amount of Principal Balance Due remaining Under the Note after this conversion:

__________________

By:

Name:

Title:

Date:

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: mitiex10-2.htm · Sequence: 3

Exhibit 10.2

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 9, 2026, by and

between MITESCO, INC., a Nevada corporation, with headquarters located at 505 Beachland Blvd.,

Suite 1377, Vero Beach, FL 32963 (the “Company”), and ____________, a limited liability company, with its address at 208 Lenox

Ave., #236, Westfield, NJ 07090 (the “Buyer”).

WHEREAS:

A. The

Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States

Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B. Buyer

desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth

in this Agreement, a promissory note of the Company, in the aggregate principal amount of $55,000.00 (as the principal amount thereof

may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or

otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”),

convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and

subject to the limitations and conditions set forth in such Note; and

C. The

Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth in

this Agreement; and

NOW THEREFORE,

in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration,

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

1. Purchase and Sale of Note.

a. Purchase

of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from

the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall mean any day other

than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive

order to remain closed.

b. Form of Payment. On the Closing

Date: (i) the Buyer shall pay the purchase price of $50,000.00 (the “Purchase Price”) for the Note, to be issued and

sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company, in accordance with the

Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed

Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing Date, the Buyer shall withhold

a non-accountable sum of $7,000.00 from the Purchase Price to cover the Buyer’s legal fees in connection with the transactions

contemplated by this Agreement.

c. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date

and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date that the

Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.

d. Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location

as may be agreed to by the parties (including via exchange of electronic signatures).

2. Buyer’s

Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:

a. Investment

Purpose. As of the Closing Date, the Buyer is purchasing the Note (the Note and shares of Common Stock issuable upon conversion of

or otherwise pursuant to the Note (the “Conversion Shares”) shall collectively be referred to herein as the “Securities”)

for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or

exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does

not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at

any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited

Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited

Investor”).

c. Reliance

on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy

of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer

set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information.

The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all

materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities

which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains

outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding

the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will

not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the

Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall

modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.

e. Governmental

Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed

upon or made any recommendation or endorsement of the Securities.

f. Transfer or

Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the

1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold

pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost

of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance

and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred

may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the

Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a

successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance

with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable

exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation

S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in

form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the

Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule

and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person

through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance

with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor

any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply

with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained

herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending

arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the

Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be required to provide the Company with any

notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

g. Legends.

The Buyer understands that until such time as the Note and Conversion Shares have been registered under the 1933 Act or may be sold pursuant

to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities

as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following

form (and a stop-transfer order may be placed against transfer of such Securities):

“NEITHER THE ISSUANCE AND

SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR

SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE

EXEMPTION 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.”

The legend

set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common

Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable

shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository

Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered

for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,

Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then

be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section

4(l) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its

transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant

to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined

in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

h. Authorization;

Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of

the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms, except

as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights

generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

3. Representations

and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:

a. Organization

and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing

and in good standing under the laws of the jurisdiction in which it is incorporated or formed, with full power and authority (corporate

and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and

conducted. The SEC Documents set forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated.

The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction

in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where

the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means

any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,

if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection

herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the

Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization;

Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, and to

consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof,

(ii) the execution and delivery of this Agreement, the Note, and the Conversion Shares by the Company and the consummation by it of the

transactions contemplated hereby and thereby (including without limitation, the issuance of the Note as well as the issuance and reservation

for issuance of the Conversion Shares issuable upon conversion of the Note have been duly authorized by the Company’s Board of Directors

and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii)

this Agreement and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed

and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative

with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind

the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such

instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with

their terms.

c. Capitalization;

Governing Documents. As of April 9, 2026, the authorized capital stock of the Company consists of: 500,000,000 authorized shares of

Common Stock, of which 20,244,118 shares were issued and outstanding, and such preferred stock authorized and outstanding as set forth

in the SEC Documents. All of such outstanding shares of capital stock of the Company, the Conversion Shares, or upon issuance will be,

duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights

or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to

act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the

SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first

refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights

convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the

Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries,

(ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any

of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security

issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the

Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect

on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”),

and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders

thereof in respect thereto.

d. Issuance

of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance

with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect

to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not

impose personal liability upon the holder thereof.

e. Acknowledgment

of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock of the Conversion Shares

upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of the Note and the Conversion

Shares are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other

shareholders of the Company.

f. No

Conflicts. The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company

of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion

Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate

or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or

both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,

note, evidence of indebtedness, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party,

or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and

regulations and regulations of any self-regulatory organizations to which the Company or its securities is subject) applicable to the

Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except

for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the

aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or ratchet provision contained in any other contract

in which the Company is a party thereto or any security issued by the Company. Neither the Company nor any of its Subsidiaries is in violation

of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is

in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default)

under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others

any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or

any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected,

except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company

and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in

violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as

required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization

or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization

or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and the

Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof, and upon conversion

of the Note and issuance of the Conversion Shares as applicable. All consents, authorizations, orders, filings and registrations which

the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The

Company is not in violation of the listing requirements of the Principal Market (as defined herein) and does not reasonably anticipate

that the Common Stock will be delisted by the Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware

of any facts or circumstances which might give rise to any of the foregoing. The “Principal Market” shall mean the principal

securities exchange or trading market where such Common Stock is listed or traded, including but not limited to any tier of the OTC Markets,

any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.

g. SEC

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

filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)

(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto

and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC

Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934

Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at

the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable

law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates,

the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting

requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in

accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present

in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof

and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements,

to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the

Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent

to January 31, 2026, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required

under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate,

are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements

of the 1934 Act.

h. Absence

of Certain Changes. Since January 31, 2026, there has been no material adverse change and no material adverse development in the assets,

liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the

Company or any of its Subsidiaries.

i. Absence

of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government

agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against

or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material

Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the Company,

threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material

Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

j. Intellectual

Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications,

patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and

copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated

to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s

knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary

to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the

Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not

infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which

might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the

secrecy, confidentiality and value of their Intellectual Property.

k. No

Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal

restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected

in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement

which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

l. Tax

Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns,

reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each

of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and

has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,

reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for

the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid

taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no

basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment

or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing

authority.

m. Transactions

with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments

in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties

and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees of the Company

is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and

directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental

of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the

knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has

a substantial interest or is an officer, director, trustee or partner.

n. Disclosure.

All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer

pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material

respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein,

in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect

to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which,

under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly

announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into

an effective registration statement filed by the Company under the 1933 Act).

o. Acknowledgment

Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity

of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges

that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement

and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection

with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s

purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement

has been based solely on the independent evaluation of the Company and its representatives.

p. No

Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or

indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be

integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

q. No

Brokers; No Solicitation. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,

transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company represents and warrants

that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s), in such capacity with respect to the Buyer,

solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement. The Company represents

and warrants that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) is required to be registered as

a broker-dealer under the Securities Exchange Act of 1934 in order to (i) enter into or consummate the transactions encompassed by this

Agreement, the Note and the related transaction documents entered into in connection herewith (the “Transaction Documents”),

(ii) fulfill the Buyer’s obligations under the Transaction Documents, or (iii) exercise any of the Buyer’s rights under the

Transaction Documents (including but not limited to the sale of the Securities).

r. Permits;

Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits,

easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and

to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending

or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company

nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,

defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since

January 31, 2026, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults

or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults

or violations would not have a Material Adverse Effect.

s.Environmental

Matters.

(i) There

are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past

or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances,

conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability

under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws

and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending

or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term ”Environmental Laws” means

all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,

ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,

discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,

“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters,

injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved

thereunder.

(ii) Other

than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or

about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released

on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property

was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its

Subsidiaries’ business.

(iii) There

are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are

not in compliance with applicable law.

t. Title

to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable

title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free

and clear of all liens, encumbrances and defects except such as would not have a Material Adverse Effect. Any real property and facilities

held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions

as would not have a Material Adverse Effect.

u. Insurance.

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

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

are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance

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

at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies

of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general

liability coverage.

v. Internal

Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the

judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with

management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is

permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

w. Foreign

Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting

on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds

for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect

unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision

of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other

unlawful payment to any foreign or domestic government official or employee.

x. Solvency.

The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market

value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and

currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to

the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability

to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial statements for

its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern,

which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

y. No

Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not

be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”).

The Company is not controlled by an Investment Company.

aa. No Off

Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries

and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is

not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

bb. No

Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other

officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding

voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933

Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of

the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”),

except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether

any Issuer Covered Person is subject to a Disqualification Event.

cc. Manipulation

of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action

designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price

of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation

for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another

to purchase any other securities of the Company.

dd. Bank Holding

Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)

and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor

any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of

any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the

BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence

over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

ee. Illegal

or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge,

any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business

entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made

or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i)

as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive

public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its

Subsidiaries.

ff. Breach

of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties

set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered

an Event of Default under Section 3.4 of the Note.

4. ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

a. Best

Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b. Form

D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide

a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company

shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement

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

and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

c. Use

of Proceeds. The Company shall use the Purchase Price for general working capital, and not for any other purpose, including but not

limited to (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates, (ii) the

repayment of any debt issued in corporate finance transactions (including but not limited to promissory notes that have the ability to

be converted into Common Stock), (iii) any loan to or investment in any other corporation, partnership, enterprise or other person (except

in connection with the Company’s currently existing operations), (iv) any loan, credit, or advance to any officers, directors, employees,

or affiliates of the Company, or (v) in violation or contravention of any applicable law, rule or regulation.

d. Right of Participation and First Refusal.

(i) Other

than arrangements that are in place or disclosed in SEC Documents prior to the date of this

Agreement, from the date of this Agreement until the later of (i) eighteen (18) calendar months after the date of this Agreement or (ii)

the date that the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option

to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its

or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other

instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable

for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”)

or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with

this Section 4(d).

(ii) The

Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent

Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are

to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged

and (y) offer to issue and sell to or exchange with the Buyer at least $55,000.00 of the securities in the Subsequent Placement (in each

case, an “Offer”).

(iii) To

accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company

prior to the end of the fifth (5th) Trading Day (as defined in the Note) (“Trading Day”) after the Buyer’s

receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription

Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms

and conditions (including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such

terms and conditions is agreed to in writing between the Company and Buyer. The Buyer may elect to exchange any amounts owed under the

Note (plus the prepayment premiums provided for in Section 1.9 of the Note if prior to the Maturity Date (as defined in the Note)) in

lieu of cash consideration with respect to all or any portion of the Subscription Amount.

(iv) Notwithstanding

anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a Subsequent Placement

at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to the terms or conditions

cannot occur during any Offer Period), the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of such new Offer

shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new Offer Notice.

e. Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right or remedy under this

Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision to the contrary contained

in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly agreed and provided that the

total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby for payments

which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the

“Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both

of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company may be obligated to

pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed

that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document, agreement or instrument

contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum

contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or

instrument contemplated thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under

any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness

evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by

the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to

be at the Buyer’s election.

f. Restriction

on Activities. Beginning on the date of this Agreement and continuing until the Note is repaid or converted in full, the Company shall

not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change

the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course

of business.

g. Listing.

The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Principal

Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic

quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or

rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly

provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation systems

on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation

systems.

h. Corporate

Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall

not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation with the written consent

of the Buyer or sale of all or substantially all of the Company’s assets with the written consent of the Buyer, where the surviving

or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments

entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on

the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.

i. No

Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would

require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be

integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the

Company or its securities.

j. Compliance

with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns any of the Securities, the Company shall comply

with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934

Act. During the period that the Buyer beneficially owns any of the Securities, if the Company shall (i) fail for any reason to satisfy

the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirements

under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future,

and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public Information Failure”) then,

as partial relief for the damages to the Buyer by reason of any such delay in or reduction of its ability to sell the Securities (which

remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or at law or in equity), the Company

shall pay to the Buyer an amount in cash equal to three percent (3%) of the Purchase Price on each of the day of a Public Information

Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until the date such Public Information

Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4(j) are referred to herein as “Public

Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar

month during which such Public Information Failure Payments are incurred and (iii) the third business day after the event or failure giving

rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in

a timely manner, such Public Information Failure Payments shall bear interest at the rate of 5% per month (prorated for partial months)

until paid in full.

k. Acknowledgement

Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall not effect any “short

sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which establishes a net short

position with respect to the Common Stock.

l. Legal

Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly

supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel

Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt

from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided

the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other

applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the

Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer

agent to accept such opinion.

m. Piggy-Back

Registration Rights. The Company hereby grants to the Buyer the piggy-back registration rights set forth in Exhibit B hereto.

n. Most

Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and unpaid,

the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of Common

Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting

such Other Investor in a manner more favorable in any material respect to such Other Investor (even if the Other Investor does not receive

the benefit of such more favorable term until a default occurs under such other security) than the rights and benefits established in

favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights and benefits pursuant

to a definitive written agreement or agreements between the Company and the Buyer.

o. Subsequent

Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall

be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction”

means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or

exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or

exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock

at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is

subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified

or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into

any agreement, including, but not limited to, an Equity Line of Credit (as defined in the Note), whereby the Company may issue securities

at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance,

which remedy shall be in addition to any right to collect damages.

p. Non-Public

Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide the Buyer or

its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information,

unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep such information

confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting transactions

in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer without such Buyer’s

consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its

Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, such material,

non- public information, provided that the Buyer shall remain subject to applicable law. To the extent that any notice provided, information

provided, or any other communications made by the Company, to the Buyer, constitutes or contains material non-public information regarding

the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant

to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement or the related transaction documents, if

the Company provides any material non-public information to the Buyer without their prior written consent, and it fails to immediately

(no later than that business day) file a Form 8-K disclosing this material non-public information, it shall pay the Buyer as partial liquidated

damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information is disclosed to the Buyer and ending

and including the day the Form 8-K disclosing this information is filed.

q. Removed

and Reserved.

r. [Intentionally

Omitted].

s. No

Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the

Company shall not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Buyer is

currently, or ever has been, a broker-dealer under the Securities Exchange Act of 1934.

t. Subsequent

Securities Sales. In addition to all other restrictions on the issuance of securities by the Company as provided in this Agreement,

from the date of this Agreement through the date that is thirty (30) calendar days after the date of this Agreement, neither the Company

nor any Subsidiary shall issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common

Stock or Common Stock Equivalents.

u. Amendment

of Prior Transactions. The Company shall not amend or alter the provisions or terms of any debt or Common Stock Equivalents (including

but not limited to any warrants exercisable into Common Stock and promissory notes convertible into Common Stock) of the Company issued

on or prior to the date of this Agreement without the express written consent of the Buyer.

v. Breach

of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section 4, in

addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section

3.3 of the Note.

5. Transfer

Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates and/or

issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of the Note

and the Conversion Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof

(the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the

Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a

form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common

Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to

registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144,

Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular date

that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 2(g)

of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in

this Section 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the

books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent

not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form)

any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by

the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or

hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on

any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the

Note and/or this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within

6 hours of each conversion of the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set

forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If

the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for

opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration

under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold

pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case of the

Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in

such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges

that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or

threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available

remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and

without any bond or other security being required.

6. Conditions

to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the

Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these

conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The

Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase

Price in accordance with Section 1(b) above.

c. The

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

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

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement

to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. Conditions

to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing Date, is subject

to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s

sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The

Company shall have executed the Transaction Documents and delivered the same to the Buyer.

b. The

Company shall have delivered to the Buyer the duly executed Note in accordance with Section 1(b) above.

c. The

Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

d. The

representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing

Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have

performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to

be performed, satisfied or complied with by the Company at or prior to the Closing Date.

e. No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No

event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

g. Trading

in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.

h. The

Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of its

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

as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly

called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated

hereby.

8. Governing Law; Miscellaneous.

a. Arbitration

of Claims; Governing Law; Venue. The Company and Buyer shall submit all Claims (as defined in Exhibit C of this Purchase Agreement)

(the “Claims”) arising under this Agreement or any other agreement between the Company and Buyer or their respective affiliates

(including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer or their respective

affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit C of the Purchase Agreement (the “Arbitration

Provisions”). The Company and Buyer hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on

the Company and Buyer hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents,

warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions

(or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution

of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take

a position contrary to the foregoing representations. Company acknowledges and agrees that Buyer may rely upon the foregoing representations

and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced in accordance with, and

all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal

laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of

Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The

Company and Buyer consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under this Agreement or

any other agreement between the Company and Buyer or their respective affiliates (including but not limited to the Transaction Documents)

or any Claim relating to the relationship of the Company and Buyer or their respective affiliates shall be in Essex County, State of New

Jersey. Without modifying the Company’s and Buyer’s mandatory obligations to resolve disputes hereunder pursuant to the Arbitration

Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically

including any governing law and venue terms) of any transfer agent services agreement or other agreement between the Company’s transfer

agent and the Company, such litigation specifically includes, without limitation any action between or involving Company and the Company’s

transfer agent under the Irrevocable Transfer Agent Instructions or otherwise related to Buyer in any way (specifically including, without

limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

transfer agent from issuing shares of Common Stock to Buyer for any reason)), each party hereto hereby (i) consents to and expressly submits

to the exclusive personal jurisdiction of any state or federal court sitting in Essex County, State of New Jersey, (ii) expressly submits

to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without

limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

transfer agent from issuing shares of Common Stock to Buyer for any reason) outside of any state or federal court sitting in Essex County,

State of New Jersey, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum

or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of

the suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or

shall be deemed or construed to limit, the ability of the Buyer to realize on any collateral or any other security, or to enforce a judgment

or other court ruling in favor of the Buyer, including through a legal action in any court of competent jurisdiction. The Company hereby

irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action

instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such suit,

action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but

not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT

TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS

CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and consents to process being served in any suit,

action or proceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby

or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at

the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner

permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, certificate,

instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s

fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability

shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability

of any provision of this Agreement in any other jurisdiction.

b. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and

effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile

or email/.pdf transmission shall be deemed validly delivery thereof.

c. Construction;

Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any

person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect

the interpretation of, this Agreement.

d. Severability.

In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is

invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that

it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove

invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note,

or any other agreement, certificate, instrument or document contemplated hereby or thereby.

e. Entire

Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor

the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or

any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by the Buyer.

f. Notices. All

notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return

receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by

hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have

specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be

deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting

facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such

notice is to be received), or the first business day following such delivery (if delivered other than on a business day during

normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by

express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first

occur. The addresses for such communications shall be:

If to the Company, to:

MITESCO INC.

505 Beachland Blvd., Suite 1-377

Vero Beach, FL 32963

e-mail: mackleath2@gmail.com

If to the Buyer:

g. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company

shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer may assign

its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from

the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Third

Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and

assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival.

The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing

hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and

hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to

any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any

of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j. Publicity.

The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal

Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,

that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Principal Market (or other

applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although

the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with

a copy thereof and be given an opportunity to comment thereon).

k. Further

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

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l. No

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

mutual intent, and no rules of strict construction will be applied against any party.

m. Indemnification.

In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition

to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold

harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of

the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions

contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,

suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether

any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’

fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating

to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other

agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation

of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or

thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes

a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or

enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii)

any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,

or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by

this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make

the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

n. Remedies.

The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent

and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations

under this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby will be inadequate

and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, the Note, or any other agreement,

certificate, instrument or document contemplated hereby or thereby, that the Buyer shall be entitled, in addition to all other available

remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing

or curing any breach of this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby,

and to enforce specifically the terms and provisions hereof and thereof, without the necessity of showing economic loss and without any

bond or other security being required.

o. Payment

Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note, or pursuant

to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or exercises its

rights hereunder, pursuant to the Note, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or

thereby, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof (including but not limited to

the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered

from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver,

government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal

law, common law or equitable cause of action), then (i) to the extent of any such restoration the obligation or part thereof originally

intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement

or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar amount equal to the amount that was for any

reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer,

or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government entity, or any other person

or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause

of action).

p. Failure

or Indulgence Not Waiver. No failure or delay on the part of the Buyer 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 privileges. All rights and remedies of the Buyer existing hereunder are cumulative to,

and not exclusive of, any rights or remedies otherwise available.

q. Electronic

Signature. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or

in .pdf or any other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of 2000)) and

by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts

so executed and delivered shall be construed together and shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned

Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

MITESCO, INC.

By:

Name:

BRIAN VALANIA

Title:

CHIEF EXECUTIVE OFFICER

By:

Name:

BRIAN GOLDBERG

Title:

MANAGING MEMBER

EXHIBIT A

FORM OF NOTE

[attached hereto]

A-1

EXHIBIT

PIGGY-BACK

REGISTRATION RIGHTS

All of the

Conversion Shares shall be deemed “Registrable Securities” subject to the provisions of this Exhibit B. All capitalized terms

used but not defined in this Exhibit B shall have the meanings ascribed to such terms in the Securities Purchase Agreement to which this

Exhibit is attached.

1. Piggy-Back Registration.

1.1. Piggy-Back

Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933

Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable

or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for

their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with

any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger

or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing

on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated

filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration

Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering,

and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable

Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”).

The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters

of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the

same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities

in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus

covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement

is declared effective by the SEC).

1.2. Withdrawal.

Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any

Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration

Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written

contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection

with such Piggy-Back Registration as provided in Section 1.5 below.

1.3. The

Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities

is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus

included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material

fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement

to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities,

such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities

shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the

receipt of such supplement or amendment.

1.4. The

Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such

holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from

time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders

shall furnish the Company with such information.

B-1

1.5. All

fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company

whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the

foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and

expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the

SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading,

(C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,

without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of

the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder

of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger,

telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the

Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection

with the consummation of the transactions contemplated by this Exhibit B and (vii) reasonable fees and disbursements of a single

special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities

requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection

with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses

of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses

incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event

shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

1.6. The

Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers,

directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person

holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls

the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act)

and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally

equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual

or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all

losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,

“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact

contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in

any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated

therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances

under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any

state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit B,

except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer

or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and

each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection

with the transactions contemplated by this Exhibit B of which the Company is aware.

1.7. If

the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for

any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate

to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted

in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be

determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a

material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the

Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct

or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include

any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such

party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party

in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined

by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in

the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable

Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received

by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds

the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission

or alleged omission.

[End of Exhibit B]

B-2

EXHIBIT C

ARBITRATION PROVISIONS

1. Dispute

Resolution. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or

relating to any of the Transaction Documents or the relationship of the parties or their affiliates shall be in Essex County, State of

New Jersey. For purposes of this Exhibit C, the term “Claims” means any disputes, claims, demands, causes of action,

requests for injunctive relief, requests for specific performance, questions regarding severability of any provisions of the Transaction

Documents, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated

in the Transaction Documents and any communications between the parties related thereto, including without limitation any claims of mutual

mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure

of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate

the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. The term “Claims”

specifically excludes a dispute over the Note Calculations (as defined in the Note), and the parties hereby acknowledge and agree that

a dispute over any Note Calculations (as defined in the Note) shall be resolved by the parties as expressly provided in the Note. The

parties to this Agreement (the “parties”) hereby agree that the Claims may be arbitrated in one or more Arbitrations

pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties hereby

agree that the arbitration provisions set forth in this Exhibit C (“Arbitration Provisions”) are binding on each of

them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare

the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the

1934 Act or for any other reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination

or expiration of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the

Agreement.

2. Arbitration.

Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively

in Essex County, State of New Jersey and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal

right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered

pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole

and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,

and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the

Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing

the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration

Award shall include Default Interest (as defined or otherwise provided for in the Note, “Default Interest”) (with respect

to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon

the Arbitration Award will be entered and enforced by any state or federal court sitting in the State of New Jersey.

3. The

Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Nevada Uniform Arbitration Act,

Chapter 38 (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding the foregoing, pursuant

to, and to the maximum extent permitted by, the Arbitration Act, in the event of conflict or variation between the terms of these Arbitration

Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the parties hereby waive

or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict with or vary from these Arbitration

Provisions.

4. Arbitration

Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation

of Arbitration. Pursuant to the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice

to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section 8(f) of the Agreement;

provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the

date that the Arbitration Notice is deemed physically delivered to such other party under Section 8(f) of the Agreement (the “Service

Date”). After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant to Section

8(f) of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the

remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent

with the Nevada Rules of Civil Procedure.

C-1

4.2 Selection

and Payment of Arbitrator.

(a) Within ten (10) calendar

days after the Service Date, Buyer shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”

or qualified arbitrators by American Arbitration Association (“AAA”) (https://www.adr.org/) or other arbitration service provider

agreed upon by the parties (such three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”).

For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with AAA or other arbitration service

provider agreed upon by the parties. Within five (5) calendar days after Buyer has submitted to Company the names of the Proposed Arbitrators,

Company must select, by written notice to Buyer, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these

Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then Buyer may

select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company.

(b) If Buyer fails to

submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above, then

Company may at any time prior to Buyer so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that are designated

as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the parties by written

notice to Buyer. Buyer may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Buyer,

select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration

Provisions. If Buyer fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by

Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice

of such selection to Buyer.

chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator

may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator

declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise

unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.

(d) The date that the

Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve

as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns

or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue

the Arbitration. If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list of neutrals

and there is no successor thereto, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or

fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default

Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Nevada Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Nevada Rules of

Civil Procedure and the Nevada Rules of Evidence. More specifically, the Nevada Rules of Civil Procedure shall apply, without limitation,

to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Nevada Rules

of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is

the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of

any conflict between the Nevada Rules of Civil Procedure or the Nevada Rules of Evidence and these Arbitration Provisions, these Arbitration

Provisions shall control.

4.4 Answer

and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the

Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline,

the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such

party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

C-2

4.5 [Intentionally

Omitted].

4.6 Discovery.

The parties agree that discovery shall be conducted as follows:

(a) Written discovery

will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written

discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.

The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these

Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i) To

facts directly connected with the transactions contemplated by the Agreement.

(ii) To

facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less

expensive than in the manner requested.

(b) No party shall be

allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including

discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions

(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by

the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated

attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition

fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice, then such party

shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must pay the party defending

the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed to be waived as set

forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’ fees are

unreasonable, such party may submit the issue to the arbitrator for a decision.

(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.

The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed

discovery requests satisfy the requirements of these Arbitration Provisions and the Nevada Rules of Civil Procedure. The receiving party

will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate

of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable

discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests,

consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’

fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay

the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond

to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect

to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery

requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs

associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be

limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests.

Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to

a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding

party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d) In order to allow

a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration

Provisions and the Nevada Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does

not satisfy any of the standards set forth in these Arbitration Provisions or the Nevada Rules of Civil Procedure, the arbitrator may

modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e) Each party may submit

expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement

Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of

all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including

a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has

testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid

for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for

no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in

the expert report.

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4.6 Dispositive

Motions. Each party shall have the right to submit dispositive motions pursuant to the Nevada Rules of Civil Procedure (a “Dispositive

Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator and to the other

party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven (7) calendar days

of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum in opposition

to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery of the Memorandum

in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the other party

a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party shall fail to deliver

the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required above, then the

applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

4.7 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other

party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior

to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need

to know basis who each agree in writing not to disclose such information to any third party. The arbitrator is hereby authorized and directed

to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written request

of either party.

4.8 Authorization;

Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and direct the

arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings

to be efficient and expeditious. The parties hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar

days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within

ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines

for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to

the end of such 120-day period.

4.9 Relief.

The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.10 Fees

and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and

(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

5. Arbitration

Appeal.

5.1 Initiation

of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators

as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal

Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect

to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also

pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of

the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant

delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of

this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.

In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within

the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. If no party delivers an

Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described in this Paragraph

5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of the parties’

agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

C-4

5.2 Selection

and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of

the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a) Within ten (10)

calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are

designated as “neutrals” or qualified arbitrators by AAA (https://www.adr.org/) or other arbitration service provider agreed

upon by the parties (such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”).

For the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with AAA or other arbitration

service provider agreed upon by the parties, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original

Arbitrator”). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal

Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the

members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day

period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such

selection to the Appellant.

(b) If the Appellee

fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant

to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify

the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service

provider agreed upon by the parties (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may

then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written

notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing

within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the

Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written

notice of such selection to the Appellee.

Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may

select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed

Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5)

designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process

shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already

agreed to serve shall remain on the Appeal Panel.

(d) The date that

all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to

both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement

Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including

via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead

arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration

Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon

the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal

Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,

a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.

If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list of neutrals, then

the arbitrators for the Appeal Panel shall be selected under the then prevailing rules of the American Arbitration Association.

(d) Subject to

Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal Procedure. The Appeal

will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct a de novo review

of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions of this

Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious

disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and

discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents

filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the

Appeal Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not

permit new witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s

findings or the Arbitration Award.

C-5

5.4 Timing.

(a) Within

seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel

copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum

to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph

(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall

fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required

above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed

regardless.

(b) Subject

to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days

of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5 Appeal

Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on

the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and

make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,

to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include

Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration

Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in the State of Nevada.

5.6 Relief.

The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper

under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may

not award exemplary or punitive damages.

5.7 Fees

and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and

the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,

for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any

part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other

expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation

in connection with the Appeal).

6. Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified

to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions

shall remain unaffected and in full force and effect.

6.2 Governing

Law. These Arbitration Provisions shall be governed by the laws of the State of Nevada without regard to the conflict of laws principles

therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver.

No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party

granting the waiver.

6.5 Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder of page intentionally left blank]

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