Form 8-K

8-K — OneMedNet Corp

Accession: 0001493152-26-031590

Filed: 2026-07-01

Period: 2026-07-01

CIK: 0001849380

SIC: 8731 (SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

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0001849380

2026-07-01

0001849380

ONMD:CommonStock0.0001ParValuePerShareMember

2026-07-01

0001849380

ONMD:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember

2026-07-01

iso4217:USD

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xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 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): July 1, 2026

ONEMEDNET

CORPORATION

(Exact

name of registrant as specified in its charter)

Delaware

001-40386

86-2076743

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

6385

Old Shady Oak Road, Suite 250

Eden

Prairie, MN 55344

(Address

of Principal Executive Offices) (Zip Code)

Registrant’s

telephone number, including area code: 800-918-7189

Check

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

the following provisions:

☐

Written

communication 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-commencements

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

ONMD

The

Nasdaq Stock Market LLC

Redeemable

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

ONMDW

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

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.

Standby

Equity Purchase Agreement

July 1, 2026, OneMedNet Corporation, a Delaware corporation (“the Company”) entered into a standby equity purchase agreement

(the “SEPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). Pursuant to the

SEPA, subject to certain conditions, the Company has the option to sell to Yorkville an aggregate amount of up to up to $25 million of

the Company’s shares of Common Stock, par value $0.0001 per share (the “Common Stock”), at the Company’s request

from time to time following the effectiveness of a resale registration statement covering the shares of Common Stock issued under the

SEPA. The SEPA terminates on its 36-month anniversary.

Each

advance may not exceed the greater of 500,000 shares and 100% of the average daily volume traded of the Common Stock during the five

trading days immediately prior to requested advance. The shares would be purchased at a price equal to 97% of the Market Price as defined

in the SEPA. The Company may establish a minimum acceptable price in each advance below which the Company will not be obligated to make

any sales to Yorkville.

Any

purchase under an advance would be subject to certain limitations, including that Yorkville will not purchase or acquire any shares that

would result in it and its affiliates beneficially owning more than 4.99% of the then outstanding voting power or number of shares of

Common Stock or any shares that when aggregated with shares issued under all other earlier Advances, would exceed 11,386,834 shares

of Common Stock (representing 19.99% of the 56,952,652 shares of Common Stock outstanding as of June 30, 2026) (the “Exchange

Cap”) unless shareholders approved issuances in excess of the Exchange Cap.

The

foregoing description of the SEPA is not complete and is qualified in its entirety by reference to the SEPA, which is filed as Exhibit

10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Pursuant

to the SEPA, the Company agreed to file a resale registration statement covering the shares of Common Stock issued under the SEPA. The

Company may not request any advances unless there is an effective resale registration statement covering the applicable shares.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Standby Equity Purchase Agreement, dated as of July 1, 2026, by and between OneMedNet Corporation and YA II PN, Ltd.

104

Cover

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

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

Dated:

July 1, 2026

ONEMEDNET

CORPORATION

By:

/s/

Aaron Green

Aaron

Green

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

STANDBY

EQUITY PURCHASE AGREEMENT

THIS

STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 1, 2026 is made by and between YA

II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ONEMEDNET CORPORATION, a company

incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred

to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS,

the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and

sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $25 million of the

shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Shares”);

WHEREAS,

the Common Shares are listed for trading on the Nasdaq Global Market under the symbol “ONMD;”

WHEREAS,

the offer and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of

1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other

exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions

to be made hereunder; and

NOW,

THEREFORE, the Parties hereto agree as follows:

Article

I. Certain Definitions

Capitalized

terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise

set forth in this Agreement.

Article

II. Advances

Section

2.01 Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company,

at its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase

from the Company, Advance Shares by the delivery to the Investor of Advance Notices on the following terms:

(a) Advance

Notice. At any time during the Commitment Period the Company may require the Investor

to purchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction

or waiver by the Investor of the conditions set forth in Annex II hereto, and in accordance

with the following provisions:

(i) The

Company shall, in its sole discretion, select the number of Advance Shares, not to exceed

the Maximum Advance Amount (unless otherwise agreed to in writing by the Company and the

Investor), it desires to issue and sell to the Investor in each Advance Notice, the time

it desires to deliver each Advance Notice and any Minimum Acceptable Price.

(ii) There

shall be no mandatory minimum Advances and there shall be no non-usage fee for not utilizing

the Commitment Amount or any part thereof.

(b) Date

of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with

the instructions set forth on the bottom of Exhibit A attached hereto. An Advance

Notice shall be deemed delivered on (i) the day it is received by the Investor if such notice

is received by email at or before 9:00 a.m. New York City time (or at such later time if

agreed to by the Investor in its sole discretion), or (ii) the immediately succeeding day

if it is received by email after 9:00 a.m. New York City time. Upon receipt of an Advance

Notice, the Investor shall promptly provide written confirmation (which may be by e-mail)

of receipt of such Advance Notice, and which confirmation shall specify the commencement

time of the applicable Pricing Period.

Limitations, Regulatory. Regardless of the number of Advance Shares requested by the

Company in an Advance Notice, the final number of Advance Shares to be issued and sold pursuant

to such Advance Notice shall be reduced (if at all) in accordance with each of the following

limitations:

(i) Ownership

Limitation; Commitment Amount. At the request of the Company, the Investor will inform

the Company in writing of the number of Common Shares the Investor and each of its Affiliates

beneficially owns. At the request of the Investor, the Company shall promptly confirm in

writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything

to the contrary contained in this Agreement, the Investor shall not be obligated to purchase

or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which,

when aggregated with all other Common Shares beneficially owned by the Investor and its Affiliates

(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder),

would result in the beneficial ownership by the Investor and its Affiliates (on an aggregated

basis) of a number of Common Shares exceeding 4.99% of the then outstanding voting power

or number of Common Shares (the “Ownership Limitation”). In connection

with each Advance Notice delivered by the Company, any portion of an Advance that would (i)

cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number

of Advance Shares issued and sold to the Investor hereunder to exceed the Commitment Amount

shall automatically be withdrawn with no further action required by the Company, and such

Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares

requested by an amount equal to such withdrawn portion; provided that in the event of any

such automatic withdrawal and automatic modification, the Investor will promptly notify the

Company of such event.

(ii) Registration

Limitation. In no event shall an Advance exceed the number of Common Shares registered

in respect of the transactions contemplated hereby under the Registration Statement then

in effect (the “Registration Limitation”). In connection with each Advance

Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically

be withdrawn with no further action required by the Company and such Advance Notice shall

be deemed automatically modified to reduce the aggregate amount of the requested Advance

by an amount equal to such withdrawn portion; provided that in the event of any such automatic

withdrawal and automatic modification, the Investor will promptly notify the Company of such

event.

-2-

(iii) Compliance

with Rules of Principal Market. Notwithstanding anything to the contrary herein, the

Company shall not effect any sales under this Agreement and the Investor shall not have the

obligation to purchase Common Shares under this Agreement to the extent (but only to the

extent) that after giving effect to such purchase and sale the aggregate number of Common

Shares issued under this Agreement would exceed 11,386,834 Common Shares (representing

19.99% of the aggregate number of Common Shares issued and outstanding as of the execution

of this Agreement (subject to adjustment for any stock splits, combinations or the like),

calculated in accordance with the rules of the Principal Market, which number shall be reduced,

on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to

any transaction or series of transactions that may be aggregated with the transactions contemplated

by this Agreement under the applicable rules of the Principal Market (such maximum number

of shares, the “Exchange Cap”) provided that, the Exchange Cap

will not apply if (a) the Company’s stockholders have approved the issuance of Common

Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the rules

of the Principal Market, or (b) the Average Price of all applicable sales of Common Shares

hereunder (including any sales covered by an Advance Notice that has been delivered prior

to the determination of whether this clause (b) applies) equals or exceed $0.66 per

share (which represents the lower of (i) the Nasdaq

Official Closing Price (as reflected on Nasdaq.com) immediately preceding the execution of

this Agreement; or (ii) the average Nasdaq Official Closing Price for the five Trading Days

immediately preceding the execution of this Agreement). In connection with each Advance

Notice, any portion of an Advance that would exceed the Exchange Cap shall automatically

be withdrawn with no further action required by the Company and such Advance Notice shall

be deemed automatically modified to reduce the aggregate amount of the requested Advance

by an amount equal to such withdrawn portion in respect of each Advance Notice.

(d) Minimum

Acceptable Price.

(i) With

respect to each Advance Notice the Company may notify the Investor of the Minimum Acceptable

Price with respect to such Advance by indicating a Minimum Acceptable Price on such Advance

Notice. If no Minimum Acceptable Price is specified in an Advance Notice, then no Minimum

Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during

a Pricing Period for which (A) with respect to each Advance Notice with a Minimum Acceptable

Price, the VWAP of the Common Shares is below the Minimum Acceptable Price in effect with

respect to such Advance Notice, or (B) there is no VWAP (each such day in the foregoing clauses

(A) and (B), an “Excluded Day”), shall result in an automatic reduction

to the number of Advance Shares set forth in such Advance Notice by 33% (the resulting amount

of each Advance being the “Adjusted Advance Amount”), and each Excluded

Day shall be excluded from the Pricing Period for purposes of determining the Market Price.

-3-

(ii) If

a Minimum Acceptable Price is specified in the Advance Notice, the total number of Advance

Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made

to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such

number of Common Shares (the “Additional Shares”) equal to the greater

of (a) the number of Common Shares sold by the Investor on such Excluded Day(s), if any,

or (b) such number of Common Shares elected to be subscribed for by the Investor, and the

subscription price per share for each Additional Share shall be equal to the Minimum Acceptable

Price in effect with respect to such Advance Notice multiplied by 97%, provided that this

increase shall not cause the total Advance Shares to exceed the amount set forth in the applicable

Advance Notice or any applicable limitations set forth in Section 2.01(c).

(e) Unconditional

Contract. Notwithstanding any other provision in this Agreement, the Company and the

Investor acknowledge and agree that upon the Investor’s receipt of a valid Advance

Notice from the Company the Parties shall be deemed to have entered into an unconditional

contract binding on both Parties for the purchase and sale of the applicable number of Advance

Shares pursuant to such Advance Notice in accordance with the terms of this Agreement and

(i) subject to Applicable Laws and (ii) subject to ‎Section 6.18, the Investor may sell

Common Shares after receipt of an Advance Notice, including during the Pricing Period for

such Advance Notice.

Section

2.02 Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”)

shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The Company

acknowledge that the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably

bound to purchase Advance Shares) but shall be determined on each Closing based on the daily prices of the Common Shares that are the

inputs to the determination of the Purchase Price as set forth further below (provided that for the purposes of determining the daily

VWAP for any Trading Day, the Parties may use only a specified period within a Trading Day upon mutual consent). In connection with each

Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:

(a) On

or prior to each Advance Date, the Investor shall deliver to the Company a written document,

in the form attached hereto as Exhibit B (each a “Settlement Document”),

setting forth the final number of Advance Shares to be purchased by the Investor (taking

into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase

Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by

Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period

(or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by

the parties), in each case in accordance with the terms and conditions of this Agreement.

-4-

(b) Promptly

after receipt of the Settlement Document with respect to each Advance (and, in any event,

not later than one Trading Day after such receipt), the Company will, or will cause its transfer

agent to, electronically transfer such number of Advance Shares to be purchased by the Investor

(as set forth in the Settlement Document) by crediting the Investor’s account or its

designee’s account at the Depository Trust Company through its Deposit Withdrawal at

Custodian System or by such other means of delivery as may be mutually agreed upon by the

parties hereto, and transmit notification to the Investor that such share transfer has been

requested. Promptly upon receipt of such notification, the Investor shall pay to the Company

the aggregate purchase price of the Advance Shares (as set forth in the Settlement Document)

in cash in immediately available funds to an account designated by the Company in writing

and transmit notification to the Company that such funds transfer has been requested. No

fractional shares shall be issued, and any fractional shares that would otherwise be issued

in connection with an Advance shall be rounded to the next higher whole number of shares.

To facilitate the transfer of the Advance Shares by the Investor, the Common Shares will

not bear any restrictive legends so long as there is an effective Registration Statement

covering the resale of such Advance Shares (it being understood and agreed by the Investor

that notwithstanding the lack of restrictive legends, the Investor may only sell such Common

Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the applicable

Registration Statement and otherwise in compliance with the requirements of the Securities

Act (including any applicable prospectus delivery requirements) or pursuant to an available

exemption).

or prior to the Advance Date, each of the Company and the Investor shall deliver to the other

all documents, instruments and writings expressly required to be delivered by either of them

pursuant to this Agreement in order to implement and effect the transactions contemplated

herein.

(d) Notwithstanding

anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the

Company notifies the Investor that a Material Outside Event has occurred, or (ii) the Company

notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall

end and the final number of Advance Shares to be purchased by the Investor at the Closing

for such Advance shall be equal to the number of Common Shares sold by the Investor during

the applicable Pricing Period prior to the notification from the Company of a Material Outside

Event or Black Out Period.

-5-

Section

2.03 Hardship. In the event the Investor sells Common Shares after receipt or an Advance Notice and the Company fails to perform

its obligations as mandated in this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations

set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without

limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable

legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable

damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions

to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market),

without the posting of a bond or other security, the terms and provisions of this Agreement.

Section

2.04 Completion of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount

and has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, the Company will be under

no further obligation to maintain the effectiveness of the Registration Statement.

Article

III. Representations and Warranties of the Investor

The

Investor represents and warrants to the Company, as of the date hereof, as of each Advance Notice Date and as of each Advance Date that:

Section

3.01 Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the

Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents

to which it is a party and to purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and the execution

and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations

hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other

proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents

to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the Transaction Documents

to which it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance

thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in

accordance with its terms.

Section

3.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable

of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company

and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its

investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

-6-

Section

3.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the

Transaction Documents and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax

advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or

any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s

acquisition of Common Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor

acknowledges that the Investor may lose all or a part of its investment.

Section

3.04 Investment Purpose. The Investor is acquiring the Common Shares for its own account, for investment purposes and not with

a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under

or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the

Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and

reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant to

this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding,

directly or indirectly, with any Person to sell or distribute any of the Shares. The Investor acknowledges

that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and

in any prospectus contained therein to the extent required by applicable law and to the extent the prospectus is related to the resale

of Registrable Securities.

Section

3.05 Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3)

of Regulation D.

Section

3.06 Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to

the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision.

The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management

and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor

or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on

the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company

has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of

the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement.

The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,

as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

Section

3.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,

controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company (as that

term is defined in Rule 405 promulgated under the Securities Act).

-7-

Section

3.08 General Solicitation. Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has

engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection

with any offer or sale of the Common Shares by the Investor.

Section

3.09 Trading Activities. The Investor has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any

understanding with the Investor, engaged in any transactions in the securities of the Company (including, without limitation, any Short

Sales (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) involving the Company’s securities) during the

period commencing as of the time that the Investor first contacted the Company or the Company’s agents regarding the specific investment

in the Company contemplated by this Agreement and ending immediately prior to the execution of this Agreement by the Investor.

Article

IV. Representations and Warranties of the Company

Except

as set forth in the disclosure schedule delivered by the Company to the Investor concurrently with this Agreement (which is hereby incorporated

by reference in, and constitutes an integral part of, this Agreement) (the “Disclosure Schedule”), or where specifically

set forth below with respect to certain specified representations and warranties, the SEC Documents, the Company hereby makes the following

representations, warranties and covenants to the Investor, as of the date hereof, each Advance Notice Date and each Advance Date (other

than representations and warranties which address matters only as of a certain date, which shall be true and correct as written as of

such certain date):

Section

4.01 Organization and Qualification. The Company and each of its Subsidiaries are entities duly organized and validly existing

and in good standing under the laws of their respective jurisdiction of organization, and has the requisite power and authority to own

its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do

business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it

makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing has not had and would

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

Section

4.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority

to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to issue

the Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other

Transaction Documents to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby

(including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the

Company’s board of directors and no further consent or authorization will be required by the Company, its board of directors except

for the approval of the Company’s shareholders. This Agreement and the other Transaction Documents to which the Company is a party

have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery

thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations

of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited

by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating

to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification

and to contribution may be limited by federal or state securities law.

-8-

Section

4.03 Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased

by the Investor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors

of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided

herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security

interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar

rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof

set forth in or incorporated into the Prospectus.

Section

4.04 No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by

the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will

not (i) result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with

respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated),

(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or

give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which

the Company or 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) applicable to the Company or its Subsidiaries or by which any property or asset of

the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations

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

Section

4.05 SEC Documents; Financial Statements. For the past two years the Company has filed all reports, schedules, forms, statements

and other documents required to be filed by it with the SEC pursuant to the Exchange Act, including, without limitation, the Current

Report, each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus

Supplement thereto, and all information contained in such filings and all documents and disclosures that have been or may in the future

be incorporated by reference therein (all such documents hereinafter referred to as the “SEC Documents”) and all such

filings required to be filed within the last 12 months (or since the Company has been subject to the requirements of Section 12 of the

Exchange Act, if shorter) have been made on a timely basis (giving effect to permissible extensions in accordance with Rule 12b-25 under

the Exchange Act). The Company has delivered or made available to the Investor through the SEC’s website at http://www.sec.gov,

true and complete copies of the SEC Documents, as applicable. Except as disclosed in amendments or subsequent filings to the SEC Documents,

as of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such amended or superseded filing),

each of the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable,

and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement

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

in the light of the circumstances under which they were made, not misleading.

-9-

Section

4.06 Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC

Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position

of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’

equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and

Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied

on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of

unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be

condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the

periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated

by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements

and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or

incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries

do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described

in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents

regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material

respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents

the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable

thereto.

Section

4.07 Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements

for and comply with the conditions for the use of Form S-1 under the Securities Act. Each Registration Statement and the offer and sale

of Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all

material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration

Statement or a Prospectus, or any amendment or supplement thereto, or to be filed as exhibits to a Registration Statement have been so

described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents

incorporated by reference therein that were filed with the SEC on or prior to the date of this Agreement have been delivered, or are

available through EDGAR, to the Investor and its counsel. The Company has not distributed and, prior to the later to occur of each Advance

Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering or sale

of the Shares other than a Registration Statement, the Prospectus contained therein, and any required prospectus supplement, in each

case as reviewed and consented to by the Investor.

-10-

Section

4.08 No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the

date of such Prospectus or any amendment or supplement thereto, conformed and will conform in all material respects with the requirements

of the Securities Act. At each Advance Notice Date and applicable Advance Date, the Registration Statement, and the Prospectus, as of

such date, will conform in all material respects with the requirements of the Securities Act. Each Registration Statement, when it became

or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue

statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did

not, and any further documents filed and incorporated by reference therein will not, when filed with the SEC, contain an untrue statement

of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such

document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or

omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Investor

specifically for use in the preparation thereof.

Section

4.09 Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement

thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto,

when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the

Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and

the Exchange Act, as applicable.

Section

4.10 Equity Capitalization.

(a) As

of the date hereof, the authorized capital of the Company consists of 101,000,000 shares

of capital stock, of which 100,000,000 shares are designated as common stock, par value $0.0001

per share, and 1,000,000 shares are undesignated preferred stock. As of June 30, 2026,

the Company had 56,962,652 shares of common stock outstanding and no shares of preferred

stock outstanding.

(b) The

Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently

listed on a Principal Market under the trading symbol “ONMD.” The Company has

taken no action designed to, or likely to have the effect of, terminating the registration

of the Common Shares under the Exchange Act, delisting the Common Shares from the Principal

Market, nor has the Company received any notification that the Commission or the Principal

Market is contemplating terminating such registration or listing. To the Company’s

knowledge, it is in compliance with all applicable listing requirements of the Principal

Market.

-11-

Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the

Company’s or any Subsidiary’s shares, interests or capital stock is subject to

preemptive rights or any other similar rights or liens suffered or permitted by the Company

or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to

subscribe to, calls or commitments of any character whatsoever relating to, or securities

or rights convertible into, or exercisable or exchangeable for, any shares, interests or

capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings

or arrangements by which the Company or any of its Subsidiaries is or may become bound to

issue additional shares, interests or capital stock of the Company or any of its Subsidiaries

or options, warrants, scrip, rights to subscribe to, calls or commitments of any character

whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable

for, any shares, interests or capital stock of the Company or any of its Subsidiaries;

is obligated to register the sale of any of their securities under the Securities Act (except

pursuant to this Agreement); (D) there are no outstanding securities or instruments

of the Company or any of its Subsidiaries which contain any redemption or similar provisions,

and there are no contracts, commitments, understandings or arrangements by which the Company

or any of its Subsidiaries is or may become bound to redeem a security of the Company or

any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution

or similar provisions that will be triggered by the issuance of the Shares; and (F)

neither the Company nor any Subsidiary has entered into any Variable Rate Transaction.

Section

4.11 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material

trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,

approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted,

except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The

Company and its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark, trade

name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade

secrets, except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge,

being threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright,

license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as has not had and

would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company is not aware of any

facts or circumstances which might give rise to any of the foregoing.

-12-

Section

4.12 Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge

of the Company or any of its Subsidiaries, has any such dispute threatened, in each case which is reasonably likely to cause a Material

Adverse Effect.

Section

4.13 Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply

in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals

required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice

alleging any failure to comply with all terms and conditions of any such permit, license or approval, except, in each of the foregoing

clauses (i), (ii) and (iii), as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material

Adverse Effect. The term “Environmental Laws” means all applicable federal, state and local 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.

Section

4.14 Title. Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse

Effect, the Company (or its Subsidiaries) has indefeasible fee simple or leasehold title to its properties and material assets owned

by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than such as are not material

to the business of the Company. 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 are not material and do not interfere with the use made and proposed

to be made of such property and buildings by the Company and its Subsidiaries.

Section

4.15 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. The Company has no 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 be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Section

4.16 Regulatory Permits. Except as has not had and would not be reasonably expected to have, individually or in the aggregate,

a Material Adverse Effect, the Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the

appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor

any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate,

authorization or permits.

-13-

Section

4.17 Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable

assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with 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, and management is not aware of any material weaknesses that are not disclosed in the

SEC Documents as and when required.

Section

4.18 Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,

government agency, self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s

Subsidiaries, wherein an unfavorable decision, ruling or finding would have or be reasonably expected to have, individually or in the

aggregate, a Material Adverse Effect.

Section

4.19 Subsidiaries. Other than as set forth in the Disclosure Schedule, the Company does not presently own or control, directly

or indirectly, any interest in any other corporation, partnership, association or other business entity.

Section

4.20 Tax Status. Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income and

all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and

other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,

except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all

taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received written

notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers

of the Company and its Subsidiaries know of no basis for any such claim where the failure to pay would have or would be reasonably expected

to have, individually or in the aggregate, a Material Adverse Effect.

Section

4.21 Certain Transactions. Except as not required to be disclosed pursuant to Applicable Laws, none of the officers or directors

of the Company is presently a party to any transaction with the Company (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 or director, or to the knowledge of the Company,

any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director,

trustee or partner.

Section

4.22 Rights of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal

basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,

agents or other third parties.

-14-

Section

4.23 Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing

shareholders and could significantly increase the outstanding number of Common Shares.

Section

4.24 Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting

solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder.

The Company further acknowledges that the Investor 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 hereunder and any advice given by the Investor or any of its

representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s

purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement

if a Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of

the Principal Market. The Company acknowledges and agrees that it is capable of evaluating and understanding, and understands and accepts,

the terms, risks and conditions of the transactions contemplated by this Agreement.

Section

4.25 Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees,

brokerage commissions or similar payments in connection with the transactions herein contemplated.

Section

4.26 Relationship of the Parties. Neither the Company, nor any of its Subsidiaries, affiliates, nor any person acting on its or

their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has

provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their

behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.

Section

4.27 Operations. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with

Applicable Law and neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company or any Subsidiary

nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has, not

complied with Applicable Law; and no action, suit or proceeding by or before any governmental authority involving the Company or any

of its Subsidiaries with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.

Section

4.28 Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis

or has been disclosed other than in good faith.

Section

4.29 Compliance with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Law; the Company has not

received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or employee

of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, Affiliate or other person acting on behalf of the

Company or any Subsidiary has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable

Laws, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position; in

each case that would have or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

-15-

Section

4.30 Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer

or controlled Affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by

a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign

Asset Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or

other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked

Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”),

or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with

that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the Donetsk People’s

Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).

Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend,

contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of

funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such funding

or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of

Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether

as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged

in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the

dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any of its Subsidiaries

nor any director, officer or controlled Affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United States

bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.

Section

4.31 General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged

or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the

offer or sale of the Common Shares.

-16-

Article

V. Indemnification

The

Investor and the Company represent to the other the following with respect to itself:

Section

5.01 Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring

the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend,

protect, indemnify and hold harmless the Investor, its investment manager, Yorkville Advisors Global, LP, and their respective Affiliates,

and each of the foregoing’s respective officers, directors, managers, members, partners, employees and agents (including, without

limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls any of the

foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor

Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities

and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is

a party to the action for which indemnification hereunder is sought), and including reasonable and attorneys’ fees and disbursements

(the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out

of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for

the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof

or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to

be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will

not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue

statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information

furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach

of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document

contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the

Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the extent that

the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to

the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.

Section

5.02 Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in

addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold

harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained

in connection with the transactions contemplated by this Agreement) and each person who controls the Company within the meaning of Section

15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against

any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating

to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration

of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement

thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for

written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the

documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage

or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made

therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically

for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or

any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation

of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed

by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor

shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under

Applicable Laws.

-17-

Section

5.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of

any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee

or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying

party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify

the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced

by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,

jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably

satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that

an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party

fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party,

if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee

or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor

Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company

Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim

by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee

or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee

reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall

be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the

indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written

consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise

which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company

Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder,

the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties,

firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V

shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received

and payment therefor is due.

Section

5.04 Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may

be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this

Article V shall survive expiration or termination of this Agreement.

Section

5.05 Limitation of liability. Notwithstanding the foregoing, no Party shall seek, nor shall any be entitled to recover from the

other Party be liable for, punitive or exemplary damages.

-18-

Article

VI.

Covenants

The

Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the

benefit of the other party, during the Commitment Period:

Section

6.01 Registration Statement.

(a) Filing

of a Registration Statement. The Company shall prepare and file with the SEC a Registration

Statement, or multiple Registration Statements for the resale by the Investor of the Registrable

Securities. The Company in its sole discretion may choose when to file such Registration

Statements; provided, however, that the Company shall not have the ability to request

any Advances until the effectiveness of a Registration Statement.

(b) Maintaining

a Registration Statement. The Company shall maintain the effectiveness of any Registration

Statement that has been declared effective at all times during the Commitment Period, provided,

however, that if the Company has received notification pursuant to Section 2.04 that the

Investor has completed resales of Advance Shares pursuant to the Registration Statement for

the full Commitment Amount, then the Company shall be under no further obligation to maintain

the effectiveness of the Registration Statement. Notwithstanding anything to the contrary

contained in this Agreement, the Company shall ensure that, when filed, each Registration

Statement (including, without limitation, all amendments and supplements thereto) and the

prospectus (including, without limitation, all amendments and supplements thereto) used in

connection with such Registration Statement shall not contain any untrue statement of a material

fact or omit to state a material fact required to be stated therein, or necessary to make

the statements therein (in the case of prospectuses, in the light of the circumstances in

which they were made) not misleading. During the Commitment Period, the Company shall notify

the Investor promptly if (i) the Registration Statement shall cease to be effective under

the Securities Act, (ii) the Common Shares shall cease to be authorized for listing on the

Principal Market, (iii) the Common Shares cease to be registered under Section 12(b) or Section

12(g) of the Exchange Act or (iv) the Company fails to file in a timely manner all reports

and other documents required of it as a reporting company under the Exchange Act.

-19-

Procedures. The Company shall (A) permit counsel to the Investor an opportunity to review

and comment upon (i) each Registration Statement at least three (3) Trading Days prior to

its filing with the SEC and (ii) all amendments and supplements to each Registration Statement

(including, without limitation, the Prospectus contained therein) (except for Annual Reports

on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar

or successor reports or Prospectus Supplements the contents of which is limited to that set

forth in such reports) within a reasonable number of days prior to their filing with the

SEC, and (B) shall reasonably consider any comments of the Investor and its counsel on any

such Registration Statement or amendment or supplement thereto or to any Prospectus contained

therein. The Company shall promptly furnish to the Investor, without charge, (i) electronic

copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives

relating to each Registration Statement (which correspondence shall be redacted to exclude

any material, non-public information regarding the Company or any of its Subsidiaries), (ii)

after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration

Statement and any amendment(s) and supplement(s) thereto, including, without limitation,

financial statements and schedules, all documents incorporated therein by reference, if requested

by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement,

one (1) electronic copy of the Prospectus included in such Registration Statement and all

amendments and supplements thereto; provided, however, the Company shall not be required

to furnish any document to the extent such document is available on EDGAR).

(d) Amendments

and Other Filings. The Company shall (i) prepare and file with the SEC such amendments

(including post-effective amendments) and supplements to a Registration Statement and the

related prospectus used in connection with such Registration Statement, which prospectus

is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary

to keep such Registration Statement effective at all times during the Commitment Period,

and prepare and file with the SEC such additional Registration Statements in order to register

for resale under the Securities Act all of the Registrable Securities; (ii) cause the related

prospectus to be amended or supplemented by any required prospectus supplement (subject to

the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule

424 promulgated under the Securities Act; (iii) provide the Investor copies of all correspondence

from and to the SEC relating to a Registration Statement (provided that the Company may excise

any information contained therein which would constitute material non-public information,

and (iv) comply with the provisions of the Securities Act with respect to the Registration

Statement. In the case of amendments and supplements to a Registration Statement which are

required to be filed pursuant to this Agreement (including pursuant to this Section 6.01(d)

by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or

any analogous report under the Exchange Act, the Company shall file such report in a prospectus

supplement filed pursuant to Rule 424 promulgated under the Securities Act to incorporate

such filing into the Registration Statement, if applicable, or shall file such amendments

or supplements with the SEC either on the day on which the Exchange Act report is filed which

created the requirement for the Company to amend or supplement the Registration Statement,

if feasible, or otherwise promptly thereafter.

-20-

(e) Blue-Sky.

The Company shall use its commercially reasonable efforts to, if required by Applicable Laws,

(i) register and qualify the Common Shares covered by a Registration Statement under such

other securities or “blue sky” laws of such jurisdictions in the United States

as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments

(including post-effective amendments) and supplements to such registrations and qualifications

as may be necessary to maintain the effectiveness thereof during the Commitment Period, (iii)

take such other actions as may be necessary to maintain such registrations and qualifications

in effect at all times during the Commitment Period, and (iv) take all other actions reasonably

necessary or advisable to qualify the Common Shares for sale in such jurisdictions; provided,

however, that the Company shall not be required in connection therewith or as a condition

thereto to (w) make any change to its Certificate of Incorporation or Bylaws or any other

organizational documents of the Company or any of its Subsidiaries, (x) qualify to do business

in any jurisdiction where it would not otherwise be required to qualify but for this Section

6.01(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general

consent to service of process in any such jurisdiction. The Company shall promptly notify

the Investor of the receipt by the Company of any notification with respect to the suspension

of the registration or qualification of any of the Common Shares for sale under the securities

or “blue sky” laws of any jurisdiction in the United States or its receipt of

actual notice of the initiation or threat of any proceeding for such purpose.

Section

6.02 Suspension of Registration Statement.

(a) Establishment

of a Black Out Period. During the Commitment Period, the Company from time to time may

suspend the use of a Registration Statement by written notice to the Investor in the event

that the Company determines in good faith that such suspension is necessary to (A) delay

the disclosure of material nonpublic information concerning the Company, the disclosure of

which at the time is not, in the good faith opinion of the Company, in the best interests

of the Company or (B) amend or supplement the Registration Statement or Prospectus so that

such Registration Statement or 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, in light of the circumstances under which they were made, not misleading

(a “Black Out Period”).

(b) No

Sales by Investor During the Black Out Period. During such Black Out Period, the Investor

agrees not to sell any Common Shares of the Company pursuant to such Registration Statement,

but may sell shares pursuant to an exemption from registration, if available, subject to

the Investor’s compliance with Applicable Laws.

on the Black Out Period. The Company shall not impose any Black Out Period that is longer

than 20 days or in a manner that is more restrictive (including, without limitation, as to

duration) than the comparable restrictions that the Company may impose on transfers of the

Company’s equity securities by its directors and senior executive officers. In addition,

the Company shall not deliver any Advance Notice during any Black Out Period. If the public

announcement of such material, nonpublic information is made during a Black Out Period, the

Black Out Period shall terminate immediately after such announcement, and the Company shall

immediately notify the Investor of the termination of the Black Out Period.

-21-

Section

6.03 Listing of Common Shares. As of each Advance Notice Date and the relevant Advance Date, the Shares to be sold by the Company

from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal

Market, subject to official notice of issuance.

Section

6.04 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have

received an opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.

Section

6.05 Exchange Act Registration. During the Commitment Period, the Company will file in a timely manner all reports and other documents

required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted

by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.

Section

6.06 Transfer Agent Instructions. During the Commitment Period (or such shorter time as permitted by Section 2.04 of this Agreement)

and subject to Applicable Laws, the Company shall cause (including, if necessary, by causing legal counsel for the Company to deliver

an opinion) the transfer agent for the Common Shares to remove restrictive legends from Common Shares purchased by the Investor pursuant

to this Agreement, provided that counsel for the Company shall have been furnished with such documents as they may require for the purpose

of enabling them to render the opinions or make the statements requested by the transfer agent, or in order to evidence the accuracy

of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein.

Section

6.07 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence

of the Company during the Commitment Period.

-22-

Section

6.08 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify

the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration

Statement or related Prospectus: (i) receipt of any request from the SEC for amendments or supplements to the Registration Statement

or the Prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness

of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to

the suspension of the qualification or exemption from qualification of any of the Common Shares for sale in any jurisdiction or the initiation

or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration

Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material

respect or that requires the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case

of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related Prospectus, it will

not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to

make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend

the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law (and the Company will

promptly make available to the Investor any such supplement or amendment to the related Prospectus; provided, however, the Company shall

not be required to furnish any document to the extent such document is available on EDGAR); (v) the Company’s reasonable determination

that a post-effective amendment to the Registration Statement would be required under Applicable Law; (vi) the Common Shares shall cease

to be authorized for listing on the Principal Market; or (vii) the Company fails to file in a timely manner all reports and other documents

required of it as a reporting company under the Exchange Act. The Company shall not deliver to the Investor any Advance Notice, and the

Company shall not sell any Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 2.02(d)), during

the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (vii),

inclusive, a “Material Outside Event”).

Section

6.09 Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation

of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction

contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance

have been received by the Investor.

Section

6.10 Issuance of the Company’s Common Shares. The issuance and sale of the Common Shares hereunder shall be made in accordance

with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.

Section

6.11 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,

will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing

and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement

thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements

of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s

counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions

of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any Prospectus and any amendments

or supplements thereto requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification

of the Shares for trading on the Principal Market, and (vii) filing fees of the SEC and the Principal Market.

-23-

Section

6.12 Current Report. The Company shall, not later than 5:30 p.m., New York City time, on the fourth Business Day after the date

of this Agreement, file with the SEC a current report on Form 8-K describing all the material terms of the transactions contemplated

by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including

any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable

opportunity to comment on a draft of the Current Report including any exhibits to be filed related thereto, as applicable, prior to filing

the Current Report with the SEC and shall reasonably consider all such comments. Notwithstanding anything contained in this Agreement

to the contrary, the Company expressly agrees that from and after the filing of the Current Report with the SEC, the Company shall have

publicly disclosed all material, non-public information provided to the Investor (or the Investor’s representatives or agents)

by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any)

in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each

of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with

any material, non-public information regarding the Company or any of its Subsidiaries without the express prior written consent of the

Investor (which may be granted or withheld in the Investor’s sole discretion. Notwithstanding anything contained in this Agreement

to the contrary, the Company expressly agrees that it shall publicly disclose in the Current Report or otherwise make publicly available

any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the

transactions contemplated by the Transaction Documents, which, following the Effective Date would, if not so disclosed, constitute material,

non-public information regarding the Company or its Subsidiaries. The Company understands and confirms that the Investor will rely on

the foregoing representations in effecting resales of Shares. In addition, effective upon the filing of the Current Report, the Company

acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the

Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective

officers, directors, Affiliates, employees or agents, on the one hand, and Investor or any of its respective officers, directors, Affiliates,

employees or agents, on the other hand, shall terminate.

Section

6.13 Advance Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action,

or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior

to the date of delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.

Section

6.14 Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in the

manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any

Prospectus Supplement thereto filed pursuant to this Agreement. Neither the Company nor any Subsidiary will, directly or indirectly,

use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to

any Person (i) to fund, either directly or indirectly, any activities or business of or with any Person that is identified on the list

of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory, that, at the time of such funding,

is, or whose government is, the subject of Sanctions or Sanctions Programs, or (ii) in any other manner that will result in a violation

of Sanctions or Applicable Laws.

-24-

Section

6.15 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.

Section

6.16 Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling

persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be

expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the

sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation

for soliciting purchases of the Shares.

Section

6.17 Trading Information. Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting

forth the number and average sales prices of Common Shares sold by the Investor during the prior trading week.

Section

6.18 Selling Restrictions. Except as expressly set forth below, the Investor covenants that from and after the date hereof through

and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 9.01 (the “Restricted

Period”), none of the Investor, any of its officers, or any entity managed or controlled by the Investor (collectively, the

“Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”)

shall, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange

Act) of the Common Shares, either for its own principal account or for the principal account of any other Restricted Person, solely to

the extent such “short sale” establishes a net short position in the Common Shares. Notwithstanding the foregoing, it is

expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit

any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under

Regulation SHO) any Common Shares; or (2) selling a number of Common Shares equal to the number of Advance Shares that such Restricted

Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the Company or the transfer

agent pursuant to this Agreement.

Section

6.19 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors

and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any

of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant

to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any

right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of

the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or

effect. Without the consent of the Investor, the Company shall not have the right to assign or transfer any of its rights or provide

any third party the right to bind or obligate the Company, to deliver Advance Notices or effect Advances hereunder.

-25-

Section

6.20 Non-Public Information. The Company covenants and agrees that, other than as expressly required by Section 6.08 hereof, it

shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material

non-public information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of the SEC) to the Investor

without also disseminating such information to the public, unless prior to disclosure of such information the Company identifies such

information as being material non-public information and the Investor agrees in writing to accept such material non-public information

for review. Unless specifically agreed to in writing, in no event shall the Investor have a duty of confidentiality or be deemed to have

agreed to maintain information in confidence, with respect to the delivery of any Advance Notices.

Section

6.21 No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement

or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the

Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation

of the Company to deliver the Shares to the Investor in respect of an Advance Notice.

Article

VII.

Non Exclusive Agreement

Notwithstanding

anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at

any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities

and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted

into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures,

and/or grant any rights with respect to its existing and/or future share capital.

Article

VIII.

Choice of Law/Jurisdiction; Waiver of Jury Trial

Section

8.01 This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement

or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted,

construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in

each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly

within the State of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and

expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United

States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted

pursuant to this Agreement.

-26-

Section

8.02 EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN

ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE

PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)

CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE

BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Article

IX. Termination

Section

9.01 Termination.

(a) Unless

earlier terminated as provided hereunder, this Agreement shall terminate automatically on

the earliest of (i) the 36-month anniversary of the Effective Date or (ii) the date on which

the Investor shall have made payment of Advances pursuant to this Agreement for Common Shares

equal to the Commitment Amount.

(b) The

Company may terminate this Agreement effective upon five Trading Days’ prior written

notice to the Investor; provided that (i) there are no outstanding Advance Notices, the Common

Shares under which have yet to be issued, and (ii) the Company has paid all amounts owed

to the Investor pursuant to this Agreement. This Agreement may be terminated at any time

by the mutual written consent of the parties, effective as of the date of such mutual written

consent unless otherwise provided in such written consent.

in this Section 9.01 shall be deemed to release the Company or the Investor from any liability

for any breach under this Agreement prior to the valid termination hereof, or to impair the

rights of the Company and the Investor to compel specific performance by the other party

of its obligations under this Agreement prior to the valid termination hereof. The indemnification

provisions contained in Article V shall survive termination hereunder.

Article

X. Notices

Other

than with respect to Advance Notices, which must be in writing delivered in accordance with Section 2.01(b) and will be deemed delivered

on the day set forth in Section 2.01(b), any notices, consents, waivers, or other communications required or permitted to be given under

the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally,

(ii) upon receipt, when sent by e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading

Day, (iii) 5 days after being sent by U.S. certified mail, return receipt requested, or (iv) 1 day after deposit with a nationally recognized

overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications (except

for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:

to the Company, to:

OneMedNet

Corporation

6385 Old Shady Oak Rd Ste 250

Eden Prairie, MN 55344

Attn: Robert Golden

E-mail: bob.golden@onemednet.com

-27-

With

copies (which shall not constitute notice or delivery of process) to:

Ashurst

Perkins Coie

1900

Sixteenth Street, Suite 1400

Denver,

CO 80202

Attn:

Ned Prusse

E-mail:

ned.prusse@ashurstperkins.com

to the Investor:

II PN, Ltd.

1012

Springfield Avenue

Mountainside,

NJ 07092

Attn: Mark Angelo

E-mail:

mangelo@yorkvilleglobal.com

With

a copy (which shall not constitute notice or delivery of process) to:

David

Fine, Esq.

1012

Springfield Avenue

Mountainside,

NJ 07092

E-mail:

legal@yorkvilleglobal.com

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

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

the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service

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

be rebuttable evidence of personal service in accordance with clause (i), (ii) or (iii) above, respectively.

Article

XI. Miscellaneous

Section

11.01 Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same

agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or

other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000,

Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com),

including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of

this Agreement.

-28-

Section

11.02 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor,

the Company, their respective Affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement

contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,

neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision

of this Agreement may be waived or amended other than by agreement of the parties to this Agreement. The failure of any party hereto

to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or

to insist upon strict compliance by any other party hereto with its obligations hereunder, shall not constitute a waiver by such party

of its right to exercise any such right, power or remedy or any other right, power or remedy or to demand strict compliance with such

obligations hereunder. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party

of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict

compliance with the terms of this Agreement.

Section

11.03 Reporting Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or trading

volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto.

The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section

11.04 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any

finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor,

on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming

brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party

in connection with this Agreement or the transactions contemplated hereby.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

-29-

WITNESS WHEREOF, the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto

duly authorized, as of the date first set forth above.

COMPANY:

ONEMEDNET

CORPORATION

By:

/s/

Robert Golden

Name:

Robert

Golden

Title:

Chief

Financial Officer

INVESTOR:

II PN, Ltd.

By:

Yorkville

Advisors Global, LP

Its:

Investment

Manager

By:

Yorkville

Advisors Global II, LLC

Its:

General

Partner

By:

/s/

Matthew Beckman

Name:

Matthew

Beckman

Title:

Manager

-30-

ANNEX

I TO THE

STANDBY

EQUITY PURCHASE AGREEMENT

DEFINITIONS

“Additional

Shares” shall have the meaning set forth in Section 2.01(d)(ii).

“Adjusted

Advance Amount” shall have the meaning set forth in Section 2.01(d)(i).

“Advance”

shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to this Agreement.

“Advance

Date” shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance.

“Advance

Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the

Company and setting forth the number of Advance Shares that the Company desires to issue and sell to the Investor.

“Advance

Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement)

an Advance Notice to the Investor, subject to the terms of this Agreement.

“Advance

Shares” shall mean the Common Shares that the Company shall issue and sell to the Investor pursuant to an Advance Notice delivered

in accordance with the terms of this Agreement.

“Affiliate”

shall have the meaning set forth in Section 3.07.

“Agreement”

shall have the meaning set forth in the preamble of this Agreement.

“Applicable

Laws” shall mean all applicable laws, statutes, rules, regulations, orders, decrees, rulings, injunctions, executive orders,

directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to

time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping

and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including

the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.

“Average

Price” shall mean a price per Share equal to the quotient obtained by dividing (i) the aggregate gross purchase price paid

by the Investor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued pursuant to this Agreement.

“Black

Out Period” shall have the meaning set forth in Section 6.02(a).

“Business

Day” shall mean any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any

day on which banking institutions in the State of New York are authorized or required by Applicable Law to close.

-31-

“Closing”

shall have the meaning set forth in Section 2.02.

“Commitment

Amount” shall mean $25,000,000 of Common Shares.

“Commitment

Period” shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement

in accordance with Section 9.01.

“Common

Share Equivalents” shall mean any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire

at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Common

Shares” shall have the meaning set forth in the recitals of this Agreement.

“Company”

shall have the meaning set forth in the preamble of this Agreement.

“Company

Indemnitees” shall have the meaning set forth in Section 5.02.

“Condition

Satisfaction Date” shall have the meaning set forth in Annex II.

“Current

Report” shall have the meaning set forth in Section 6.12.

“Daily

Traded Amount” shall mean the daily trading volume of the Common Shares on the Principal Market during regular trading hours

as reported by Bloomberg L.P.

“Effective

Date” shall mean the date hereof.

“Environmental

Laws” shall have the meaning set forth in Section 4.13.

“Exchange

Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange

Cap” shall have the meaning set forth in Section 2.01(c)(iii).

“Excluded

Day” shall have the meaning set forth in Section 2.01(d)(i).

“GAAP”

shall have the meaning set forth in Section 4.06.

“Hazardous

Materials” shall have the meaning set forth in Section 4.13.

“Indemnified

Liabilities” shall have the meaning set forth in Section 5.01.

“Investor”

shall have the meaning set forth in the preamble of this Agreement.

“Investor

Indemnitees” shall have the meaning set forth in Section 5.01.

“Market

Price” shall mean the lowest of the daily VWAPs of the Common Shares during the relevant Pricing Period, other than the daily

VWAP on any Excluded Days.

-32-

“Material

Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material

adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material

adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,

taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis

its obligations under this Agreement.

“Material

Outside Event” shall have the meaning set forth in Section 6.08.

“Maximum

Advance Amount” in respect of each Advance Notice means the greater of (i) an amount equal to one hundred percent (100%) of

the average of the Daily Traded Amount during the five consecutive Trading Days immediately preceding an Advance Notice, and (ii) five

hundred thousand (500,000) Common Shares.

“Minimum

Acceptable Price” shall mean the minimum price notified by the Company to the Investor in each Advance Notice, if applicable.

“Nasdaq”

shall mean The Nasdaq Stock Market LLC.

“OFAC”

shall have the meaning set forth in Section 4.30.

“Ownership

Limitation” shall have the meaning set forth in Section 2.01(c)(i).

“Person”

shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including

a government or political subdivision or an agency or instrumentality thereof.

“Plan

of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.

“Pricing

Period” shall mean the three (3) consecutive Trading Days commencing on the Advance Notice Date, unless otherwise agreed between

the Parties.

“Principal

Market” shall mean the Nasdaq Global Market; provided however, that in the event the Common Shares are ever listed or traded

on the Nasdaq Global Select Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American, then the “Principal

Market” shall mean such other market or exchange on which the Common Shares are then listed or traded to the extent such other

market or exchange is the principal trading market or exchange for the Common Shares.

“Prospectus”

shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with

a Registration Statement.

“Prospectus

Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC from time to time pursuant to Rule 424(b)

under the Securities Act, including the documents incorporated by reference therein, including, without limitation, any prospectus supplement

to be filed in accordance with Section 6.01 hereof.

-33-

“Purchase

Price” shall mean the price per Advance Share obtained by multiplying the Market Price by 97%.

“Registrable

Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to the Shares by way of exchange,

stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization

or otherwise.

“Registration

Limitation” shall have the meaning set forth in Section 2.01(c)(ii).

“Registration

Statement” shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which

the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration

of the resale by the Investor of the Registrable Securities under the Securities Act, which registration statement provides for the resale

from time to time of the Shares as provided herein.

“Regulation

D” shall mean the provisions of Regulation D promulgated under the Securities Act.

“Sanctions”

shall have the meaning set forth in Section 4.30.

“Sanctioned

Countries” shall have the meaning set forth in Section 4.30.

“SEC”

shall mean the U.S. Securities and Exchange Commission.

“SEC

Documents” shall have the meaning set forth in Section 4.05.

“Securities

Act” shall have the meaning set forth in the recitals of this Agreement.

“Settlement

Document” shall have the meaning set forth in Section 2.02(a).

“Shares”

shall mean the Common Shares to be issued from time to time hereunder pursuant to an Advance.

“Subsidiaries”

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

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

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

“Trading

Day” shall mean any day during which the Principal Market shall be open for business.

“Transaction

Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by

any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

-34-

“Variable

Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any Common Shares or Common Share Equivalents

that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a

conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations

for the Common Shares at any time after the initial issuance of Common Shares or Common Share Equivalents, 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 equity or debt security

or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market

for the Common Shares (including, without limitation, any “full ratchet,” “share ratchet,” “price ratchet,”

or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization,

recapitalization, non-cash dividend, stock split or other similar transaction), (ii) enters into, or effects a transaction under, any

agreement, including but not limited to an “equity line of credit” or other continuous offering or similar offering of Common

Shares or Common Share Equivalents, or (iii) any forward purchase agreement, equity pre-paid forward transaction or other similar offering

of securities where the purchaser of securities of the Company receives an upfront or periodic payment of all, or a portion of, the value

of the securities so purchased, and the Company receives proceeds from such purchaser based on a price or value that varies with the

trading prices of the Common Shares.

“VWAP”

shall mean for any Trading Day or specified period, the volume weighted average price of the Common Shares on the Principal Market, for

such period as reported by Bloomberg L.P. through its “AQR” or “HP” function.

-35-

ANNEX

THE STANDBY EQUITY PURCHASE AGREEMENT

CONDITIONS

PRECEDENT TO THE RIGTH OF THE COMPANY

DELIVERY AN ADVANCE NOTICE

The

right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject

to the satisfaction or waiver (any such waiver by the Investor shall only be valid and recognized if pursuant to a written agreement

signed by the Investor), on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

(a) Accuracy

of the Company’s Representations and Warranties. The representations and warranties

of the Company in this Agreement shall be true and correct in all material respects as of

the Advance Notice Date (except to the extent such representations and warranties are as

of another date, such representations and warranties shall be true and correct as of such

other date).

(b) Registration

of the Common Shares with the SEC. There is an effective Registration Statement pursuant

to which the Investor is permitted to utilize the prospectus thereunder to resell all of

the Common Shares issuable pursuant to such Advance Notice. The Current Report shall have

been filed with the SEC, and the Company shall have filed with the SEC in a timely manner

all reports, notices and other documents required under the Exchange Act and applicable SEC

regulations during the twelve-month period immediately preceding the applicable Condition

Satisfaction Date.

The Company shall have obtained all permits and qualifications required by any applicable

state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice

or shall have the availability of exemptions therefrom. The sale and issuance of such Common

Shares shall be legally permitted by all laws and regulations to which the Company is subject.

(d) No

Material Outside Event. No Material Outside Event shall have occurred and be continuing.

(e) Board.

(I) The board of directors of the Company has approved the transactions contemplated by the

Transaction Documents, (II) said approval has not been amended, rescinded or modified and

remains in full force and effect as of the date hereof, and (III) a true, correct and complete

copy of such resolutions duly adopted by the board of directors of the Company shall have

been provided to the Investor.

(f) Performance

by the Company. The Company shall have performed, satisfied and complied in all respects

with all covenants, agreements and conditions required by this Agreement to be performed,

satisfied or complied with by the Company at or prior the applicable Condition Satisfaction

Date.

(g) No

Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction

shall have been enacted, entered, promulgated or endorsed by any court or governmental authority

of competent jurisdiction that prohibits or materially and adversely affects any of the transactions

contemplated by the Transaction Documents.

-36-

(h) No

Suspension of Trading in or Delisting of Common Shares. (I) Trading in the Common Shares

shall not have been suspended by the SEC, the Principal Market or FINRA, (II) the Company

shall not have received any notice that the listing or quotation of the Common Shares on

the Principal Market shall be terminated, nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Shares, electronic trading

or book-entry services by DTC with respect to the Common Shares that is continuing, and (III)

the Company shall not have received any notice from DTC to the effect that a suspension of,

or restriction on, accepting additional deposits of the Common Shares, electronic trading

or book-entry services by DTC with respect to the Common Shares is being imposed or is contemplated

(unless, prior to such suspension or restriction, DTC shall have notified the Company in

writing that DTC has determined not to impose any such suspension or restriction).

(i) Authorized.

All of the Common Shares issuable pursuant to the applicable Advance Notice shall have been

duly authorized by all necessary corporate action of the Company. All Common Shares relating

to all prior Advance Notices required to have been received by the Investor under this Agreement

shall have been delivered to the Investor in accordance with this Agreement.

(j) Executed

Advance Notice. The representations contained in the applicable Advance Notice shall

be true and correct in all material respects as of the applicable Condition Satisfaction

Date.

(k) Consecutive

Advance Notices. Except with respect to the first Advance Notice, the Company shall have

delivered all Shares relating to all prior Advances.

(l) Other

Agreements. The Company shall not have breached or failed to observe any term of any

debenture, note, or other instrument held by the Investor in the Company or any other agreement

between or among the Company and the Investor.

(m) Material

Non-Public Information. Neither the Company nor the Investor shall be in possession of

any material non-public information regarding the Company.

-37-

EXHIBIT

ADVANCE NOTICE

Dated:

______________ Advance Notice Number: ____

The

undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of ONEMEDNET CORPORATION (the “Company”)

issuable in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Purchase Agreement, dated as of [____________]

(the “Agreement”), as follows (with capitalized terms used herein without definition having the same meanings as given

to them in the Agreement):

The undersigned is the duly elected ______________ of the Company.

There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file

a post-effective amendment to the Registration Statement.

The Company has performed in all material respects all covenants and agreements to be performed by the Company contained in the

Agreement on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date

hereof.

The number of Advance Shares the Company is requesting is _____________________.

The Minimum Acceptable Price with respect to this Advance Notice is ____________ (if left blank then no Minimum Acceptable Price

will be applicable to this Advance).

The number of Common Shares of the Company outstanding as of the date hereof is ___________.

The

undersigned has executed this Advance Notice as of the date first set forth above.

ONEMEDNET

CORPORATION

By:

Name:

Title:

Please

deliver this Advance Notice by email to:

Email:

Trading@yorkvilleadvisors.com Attention: Trading Department

Telephone:

201-985-8300

-38-

EXHIBIT

FORM

OF SETTLEMENT DOCUMENT

VIA

ONEMEDNET

CORPORATION

Attn:

Email:

Below

please find the settlement information with respect to the Advance Notice Date of:

Number

of Common Shares requested in the Advance Notice

Minimum

Acceptable Price for this Advance (if any)

Number

of Excluded Days (if any)

Adjusted

Advance Amount (if applicable)

Market

Price

Purchase

Price (Market Price x 97%) per share

Number

of Advance Shares due to the Investor

Total

Purchase Price due to Company (row 6 x row 7)

there were any Excluded Days then add the following

Number

of Additional Shares to be issued to the Investor

10.

Additional

amount to be paid to the Company by the Investor (Additional Shares in row 9 x Minimum Acceptable Price x 97%)

11.

Total

Amount to be paid to the Company (Purchase Price in row 8 + additional amount in row 10)

12.

Total

Advance Shares to be issued to the Investor (Advance Shares due to the Investor in row 7 + Additional Shares in row 9)

-39-

Please

issue the number of Advance Shares due to the Investor to the account of the Investor as follows:

Investor’s

DTC participant #:

ACCOUNT

NAME:

ACCOUNT

NUMBER:

ADDRESS:

CITY:

COUNTRY:

Contact

person:

Number

and/or email:

Sincerely,

II PN, LTD.

Agreed

and approved by: ONEMEDNET CORPORATION

Name:

Title:

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