Exhibit 10.2


 


EXECUTION VERSION


 


NONE OF THIS SECURITY OR THE SECURITIES INTO WHICH
THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE


 


DUE
DECEMBER 29, 2023


 


	Original Issue Date: November 3, 2021	Principal Amount: $2,500,000

	 	 
		Purchase Price: $2,425,000





 


This Senior Secured Convertible
Promissory Note is a duly authorized and validly issued Senior Secured Convertible Note of HWN, Inc. (f/k/a Spectrum Global Solutions,
Inc.) (the “Company”), designated as its Senior Secured Convertible Promissory Note due December 29, 2023 (this “Note”),
issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of November 3, 2021, between the Company and Dominion
Capital LLC (together with its successors and registered assigns, the “Holder”), a company organized and existing under
the laws of the State of Connecticut (the “Purchase Agreement”).


 


FOR VALUE RECEIVED,
the Company promises to pay to the order of the Holder the principal amount of $2,500,000 on December 29, 2023 (the “Maturity
Date”) in full in cash or on such earlier date as this Note is required or permitted to be repaid as provided hereunder, in
each case together with all accrued but unpaid interest thereon (including any Minimum Interest Amount remaining on such principal amount
as of such date), and otherwise to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this
Note and other amounts owing under any Transaction Document in accordance with the provisions hereof. Amounts repaid may not be reborrowed.
The Holder may set off and deduct pursuant to and in accordance with the Transaction Documents amounts due to the Holder or the Purchaser
Parties.


 


This Note is subject to the
following additional provisions:


 


Section
1. Definitions


 


Initially capitalized terms not otherwise defined
in this Note shall have the meaning given to those terms in the Purchase Agreement. For the purposes hereof, in addition to the terms
defined elsewhere in this Note, the following terms shall have the following meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(e).


 


“Amortization
Payment” shall have the meaning set forth in Section 2(a).


 


“Amortization
Payment Date” shall have the meaning set forth in Section 2(a).


 


“Attribution
Parties” shall have the meaning set forth in Section 4(e).


 


“Base Share
Price” shall have the meaning set forth in Section 5(c).


 




     


     


    

 


“Bay View
Document” means the Factoring Agreement together with any other agreement, certificate or other document entered in connection
therewith.


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(e).


 


“Buy-In”
shall have the meaning set forth in Section 4(d)(v).


 


“Capital
Lease” means, as applied to any Person, any lease of, or other arrangement conveying the right to use, any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with U.S. generally accepted accounting principles (GAAP) consistently
applied, is or should be accounted for as a capital lease on the balance sheet of that Person.


 


“Capital
Stock” means any share, participation or other equivalent (however designated) of the capital stock of a corporation, any equivalent
ownership interest in any other Person, including partnership interests and membership interests, and any warrant, right or option to
purchase or other arrangement (including through a conversion or exchange of any other property) to acquire or subscribe for any item
otherwise satisfying the definition of “Capital Stock,” whether or not presently convertible, exchangeable or exercisable.


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an
Person or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through
legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting
Capital Stock (or Stock Equivalents) of the Company (other than by means of conversion of the Notes and the Conversion Shares issued together
with the Notes); (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the
Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than
fifty percent (50%) of the aggregate voting power of the Company or the successor entity of such transaction; (c) the Company sells or
transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction
own less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction; (d) during
any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of
the Company (together with any new directors whose election by the board of directors of the Company or whose nomination for election
by the stockholders of the Company was approved by a vote of a majority of the directors then still in office who either were directors
at the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason other than
death or disability to constitute a majority of the directors then in office; or (e) the execution by the Company of an agreement to which
the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


“Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date:


 


(i) the
last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg;
or


 


(ii) if
the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price
(as the case may be), then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,
as reported by Bloomberg; or


 


(iii) if
the Principal Market is not the principal securities exchange or trading market for such security, then the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg; or


 




    
		2	 

 


     


    

 


(iv)  if
the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg; or


 


(v) if
no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or
the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Markets Group
Inc. (formerly Pink Sheets LLC); or


 


(vi)  if
the “Closing Bid Price” or the “Closing Sale Price” cannot be calculated for a security on a particular date on
any of the foregoing bases, the “Closing Bid Price” and the “Closing Sale Price” of such security on such date
shall be the fair market value as mutually determined by the Company and the Holder.


 


All such determinations shall be appropriately
adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such period.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other Capital Stock into which such shares
of common stock may hereafter be changed or any share capital resulting from a reclassification of such common stock. 


 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Schedule” means the Conversion Schedule in the form of Schedule 1.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof,
including shares of Common Stock issued upon conversion, redemption, or amortization of this Note, and shares of Common Stock issued and
issuable in lieu of the cash payment of interest on this Note in accordance with the terms of this Note.


 


“Customary
Permitted Liens” means all of the following:


 


(i) Liens
securing the payment of taxes, assessments or other charges or levies imposed by any Governmental Authority which are either not yet overdue
or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and with respect to which adequate
reserves have been set aside on its books;


 


(ii)  non-consensual
statutory Liens (other than Liens securing the payment of taxes) arising in the ordinary course of business to the extent (A) such Liens
secure Indebtedness that is not overdue for a period of more than 30 days or (B) such Liens secure Indebtedness relating to claims or
liabilities that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested
in good faith by appropriate proceedings diligently pursued, in each case prior to the commencement of foreclosure or other similar proceedings
and with respect to which adequate reserves have been set aside on its books;


 


(iii) zoning,
building and land use restrictions, easements, servitudes, encumbrances, licenses, covenants and other restrictions affecting the use
of real property or minor defects or irregularities in title thereto that do not interfere in any material respect with the use of such
real property or the ordinary conduct of the business of the Company and its Subsidiaries as presently conducted thereon or materially
impair the value of the real property that may be subject thereto;


 


(iv) pledges
and deposits of cash in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
types of social security benefits consistent with current practices as in effect on the date hereof;


 




    
		3	 

 


     


    

 


(v) undetermined
or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered
in accordance with applicable Regulation or of which written notice has not been duly given in accordance with applicable Regulation or
which although filed or registered, relate to obligations not due or delinquent, including without limitation statutory Liens incurred,
or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation;


 


(vi) Liens
or deposits to secure the performance of bids, tenders, expropriation proceedings, trade contracts, leases, statutory obligations, surety
and performance bonds and other obligations of a like nature (other than for borrowed money), and deposits to secure equipment contracts,
in each case incurred in the ordinary course of business;


 


(vii) appeal
bonds;


 


(viii) landlord
Liens for rent not yet due and payable;


 


(ix) Liens
arising from operating leases and the precautionary UCC financing statement filings in respect thereof;


 


(x) judgments
and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default; provided, that,
(A) such Liens are being contested in good faith and by appropriate proceedings diligently pursued, (B) adequate reserves or other appropriate
provision, if any, as are required by U.S. generally accepted accounting principles, consistently applied, have been made therefor and
(C) a stay of enforcement of any such Liens is in effect; and


 


(xiii) customary
rights of set-off or combination of accounts in favor of a financial institution with respect to deposits maintained by it.


 


“Default
Interest” means twenty-four percent (24%) per annum.


 


“Derivative”
means (a) any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement
or other similar agreement or arrangement, (b) any foreign exchange contract, currency swap agreement, futures contract, option contract,
synthetic cap or other similar agreement or arrangement, (d) any futures or forward contract, spot transaction, commodity swap, purchase
or option agreement, other commodity price hedging arrangement, cap, floor or collar transaction, any credit default or total return swap,
and (e) any other derivative instrument, any other similar speculative transaction and any other similar agreement or arrangement designed
to alter the risks of any Person arising from fluctuations in any underlying variable, including interest rates, currency values, insurance,
catastrophic losses, climatic or geological conditions or the price or value of any other derivative instrument. For the purposes of this
definition, “derivative instrument” means “any derivative instrument” as defined in Statement of Financial Accounting
Standards No. 133 (Accounting for Derivative Instruments and Hedging Activities) of the United States Financial Accounting Standards Board,
and any defined with a term similar effect in any successor statement or any supplement to, or replacement of, any such statement.


 


“Dilutive
Issuance” shall have the meaning set forth in Section 5(c).


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 5(c).


 


“DTC”
means the Depository Trust Company.


 


“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer Program.


 




    
		4	 

 


     


    

 


“DWAC Eligible”
means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including transfer
through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s underwriting department, (c)
the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via
DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


“Equity
Conditions” means, at any date, (a) no Event of Default shall be continuing, (b) the Company has timely filed (or obtained extensions
in respect thereof and filed within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act and the Company has met the current public information requirements of Rule 144(c) under the Securities Act
as of the end of the period in question, (c) the average daily Dollar volume of the Common Stock for the twenty (20) full Trading Days
preceding such date must be greater than $500,000, (d) the Common Stock must be DWAC Eligible and not subject to a “DTC chill,”
(e) if on such date the Company desires to make a payment of interest and/or principal in shares of Common Stock instead of cash, the
Common Stock has closed at or above $0.005 per share on the Trading Market with respect to the Trading Day immediately prior to such date,
and (f) this Note and/or the Conversion Shares are registered under the Securities Act or the Conversion Shares may be resold freely under
the Securities Act or an exemption thereto.


 


“Equity
Line of Credit” shall have the meaning set forth in Section 5(h).


 


“Event
of Default” shall have the meaning set forth in Section 7(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 4(f).


 


“Exchange
Cap Allocation” shall have the meaning set forth in Section 4(f).


 


“Exchange
Cap Shares” shall have the meaning set forth in Section 4(f).


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or
independent contractors of the Company; provided, that such issuance is approved by a majority of the board of directors of the
Company; and provided, further that such issuance shall not exceed in the aggregate 5% of the outstanding shares of Common
Stock during any fiscal year without the prior approval of the Purchaser, (b) shares of Common Stock, warrants or options to advisors
or independent contractors of the Company for compensatory purposes, (c) Conversion Shares and other Securities issued upon the exercise
or exchange of or conversion of the Note pursuant to the Purchase Agreement and/or other Securities exercisable or exchangeable for or
convertible into shares of Common Stock issued and outstanding on the date hereof; provided, that such securities have not been
amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion
price of such securities, (d) securities issuable pursuant to any contractual anti-dilution obligations of the Company in effect
as of the date hereof; provided, that such obligations have not been materially amended since the date of hereof, and (e) Securities
issued pursuant to acquisitions or any other strategic transactions approved by a majority of the disinterested members of the Board of
Directors; provided, that any such issuance shall not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


“Factoring
Agreement” means that certain factoring agreement, dated as of February 11, 2020, between ADEX Corporation, a New York corporation
and CSNK Working Finance Capital Corp. (“Bay View”), as in effect on the date hereof, together with such amendments,
other modifications, replacements and re-financings, as well as any other agreement, certificate or other document entered into in connection
therewith.


 


“Fixed
Conversion Price” shall have the meaning set forth in Section 4(b).


 




    
		5	 

 


     


    

 


“Fundamental
Transaction” means any of the following transactions, whether effected directly or indirectly or through on or a series of related
transactions: (i) any merger or consolidation of the Company with or into another Person; (ii) any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or more than 25% of the Company’s assets; other than, as long as no Event of Default (or
event that with the passage of time or the giving of notice, or both, would constitute an Event of Default) has occurred, sale of accounts
receivable, pursuant to the terms and conditions of a Factoring Agreement, as in effect on the date hereof (together with such amendments,
other modifications, replacements and refinancings as may be approved by Holder in its sole discretion), in an amount not to exceed $100,000
(or such higher amount as may be approved by Holder in its sole discretion) and otherwise in accordance with such Factoring Agreement,
(iii) the completion and acceptance by holders of more than 50% of the Common Stock of any purchase offer, tender offer or exchange offer
(whether by the Company or another Person) pursuant to which holders of Common Stock sell, tender or exchange their shares for other Securities,
cash or property, (iv) any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other Securities, cash or property, or (v) a stock or share purchase
or other business combination (including a reorganization, recapitalization, spin-off or scheme of arrangement) whereby any other Person
acquires more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of Common Stock held by the
other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or
share purchase or other business combination).


 


“Late Fee”
shall have the meaning set forth in Section 2(e).


 


“Make Whole
Amount” means each of the Mandatory Default Amount, the Mandatory Prepayment Amount and the Minimum Interest Amount.


 


“Mandatory
Default Amount” means, at any time, the sum of (a) one hundred twenty-five percent (125%) of the sum of the outstanding principal
amount of this Note at such time and all accrued interest hereon unpaid at such time (whether or not accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding, and including any Minimum Interest Amount remaining outstanding on such principal
amount as of such time) and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and
other damages and other amounts due to the Holder or any other Purchaser Party in respect of this Note or any other Transaction Document.


 


“Mandatory
Prepayment Amount” means, at any time with respect to any principal amount, the sum of (a) one hundred and twenty percent (120%)
of such principal amount and all accrued interest hereon outstanding as of such time (including any Minimum Interest Amount remaining
outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification
and liquidated and other damages and other amounts due to the Holder or any other Purchaser Party in respect of this Note or any other
Transaction Document.


 


“Mandatory
Prepayment Event” shall have the meaning set forth in Section 2(b).


 


“Minimum
Interest Amount” means, on any date and with respect to any principal amount owing under this Note, the difference between (a)
$556,875.00, representing the total amount of interest payments hereunder and (b) any payment of interest made prior to such date with
respect to such principal amount.


 


“Note Register”
shall have the meaning set forth in Section 2(f).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 




    
		6	 

 


     


    

 


“Obligations”
means all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party
from time to time to the Holder or its Purchaser Parties under this Note or any other Transaction Document, whether direct or indirect,
joint or several, absolute or contingent, due or to become due, liquidated or unliquidated, secured or unsecured, now existing or hereafter
arising and however acquired (regardless of whether acquired by assignment), whether or not evidenced by any note or other instrument
or for the payment of money, including, without duplication, (i) the principal amount of the Note owing by the Company or any other Company
Party (including, if due hereunder, the Mandatory Default Amount and any Mandatory Prepayment Amount), (ii) all other amounts, fees (including
all Late Fees), interest (including the Minimum Interest Amount and any increase upon an Event of Default), liquidated damages, commissions,
charges, costs, expenses, attorneys’ fees and disbursements, indemnities (including Losses and other amounts for which any Company
Party is required to indemnify the Holder or any of its Purchaser Parties under the Purchase Agreement), reimbursement of amounts paid
and other sums chargeable to any Company Party under any Transaction Document or otherwise arising under any Transaction Document and
(iii) all interest on any item otherwise qualifying as “Obligation” hereunder, whether or not accruing after the filing
of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding.


 


“Original
Issue Date” means the date of the first issuance of this Note, regardless of any transfers of this Note and regardless of the
number of instruments which may be issued to evidence this Note.


 


“Permitted
Debt” means all of the following: (i) Indebtedness owing to any Secured Party under any Transaction Document; (ii) unsecured
intercompany Indebtedness between the Company and its Subsidiaries in the ordinary course of business; (iii) unsecured Indebtedness of
the Company or any of its Subsidiaries to trade creditors (including overdue amounts on invoices) incurred on customary terms in the ordinary
course of business; (vi) Indebtedness of the Company or any Subsidiary under Capital Leases for equipment or Indebtedness of the Company
or any Subsidiary secured by a Purchase Money Lien, which Indebtedness shall not at any time exceed $175,000 in the aggregate for the
Company and its Subsidiaries; and (vii) Indebtedness of the Company or any of its Subsidiaries under leases for facilities that are treated
as Capital Leases under GAAP.


 


“Permitted
Liens” means (i) the security interests of the Secured Parties as provided for in any Transaction Document; (ii) Customary Permitted
Liens; and (iii) Purchase Money Liens granted to or held by Purchase Money Lien lenders in connection with the purchase, leasing or acquisition
of capital equipment in the ordinary course of business and without resulting in a contravention of any applicable provisions of this
Agreement.


 


“Principal
Market” means the OTCQB Venture Market of the OTC Markets Group Inc.


 


“Purchase
Money Lien” means any Lien securing Indebtedness (i) upon or in any equipment acquired or held by the Company or any of its
Subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition
or lease of such equipment or (ii) existing on such equipment at the time of its acquisition, in each case provided, that the Lien is
confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment.


 


“Qualified
Offering” means any public or private offering of any Capital Stock or any other issuance of any Capital Stock or of any other
Securities or any other financing or capital-raising transaction of any kind, in which the Company receives or is otherwise entitled to
receive (except for the Company directing that such proceeds be paid to other Persons), in one or more contemporaneous transactions, gross
proceeds of at least $7,500,000.


 


“Securities”
means any Capital Stock, voting trust certificates, certificates of interest or participation in any profit sharing Contractual Obligation
or arrangement, loans, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or
otherwise, any other item commonly known as “security,” any other item treated as “security” under the Securities
Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940 or any other Regulation of the United States, any State,
province or any political subdivision of either of them and any certificate of interest, share or participation in temporary or interim
certificates for the purchase or acquisition of, or any option, warrant, right to subscribe to, purchase or acquire, or any Derivative
valued by reference to, any item otherwise qualifying as Security hereunder.


 




    
		7	 

 


     


    

 


“Secured
Parties” means the Holder and each beneficiary of any indemnification or reimbursement obligation by any Company Party under
the Purchase Agreement.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(d)(ii).


 


“Subsequent
Offering” shall have the meaning set forth in Section 2(b).


 


“Successor
Entity” shall have the meaning set forth in Section 5(e).


 


“Variable
Priced Equity Linked Instruments” shall have the meaning set forth in Section 5(h).


 


“Variable
Rate Transaction” shall have the meaning set forth in Section 5(h).


 


“Voluntary
Prepayment Amount” shall have the meaning set forth in Section 2(c).


 


“VWAP”
means, for or as of any date for any Security,


 


(i) the
Dollar volume-weighted average price for such Security on the Trading Market (or, if the Trading Market is not the Principal Market for
such Security, then on the principal securities exchange or securities market on which such Security is then traded) during the period
beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP”
function (set to weighted average); or,


 


(ii) if
the foregoing does not apply, the dollar volume-weighted average price of such Security in the over-the-counter market on the electronic
bulletin board for such Security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,
as reported by Bloomberg; or


 


(iii) if
no Dollar volume-weighted average price is reported for such Security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such Security on such date as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC); or


 


(iv)  if
the VWAP cannot be calculated for such Security on such date on any of the foregoing bases, the VWAP of such Security on such date shall
be the fair market value as mutually determined by the Company and the Holder.


 


All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 


Section
2. REPAYMENT


 


a) Amortization
of Principal. Commencing on the date that is ten (10) months after the Original Issue Date, and continuing on the same date of each
of the following eighteen (18) successive months thereafter (each an “Amortization Payment Date”), the Company shall
redeem this Note and interest according to Schedule 2(g) (each, an “Amortization Payment”), subject to the provisions
of the Purchase Agreement with respect to payments due on any day that is not a Business Day being due on the next Business Day. Each
Amortization Payment shall, at the option of the Company, be made in whole or in part, in immediately available Dollars equal to the sum
of the Amortization Payment provided for in Schedule 2(g), or, subject to the Company complying with the Equity Conditions on the
date of such Amortization Payment, in Common Stock pursuant to the Fixed Conversion Price. If the price of the Company’s Common
Stock is trading below the Fixed Conversion Price on an Amortization Payment Date, the difference between the price of the Common Stock
and the Fixed Conversion Price shall be payable in immediately available Dollars, and the balance of such Amortization Payment may be
made in Common Stock.


 




    
		8	 

 


     


    

 


b) Mandatory
Prepayments. Upon the Company consummating (i) the sale of all or substantially all of the assets of the Company and/or its Subsidiaries;
(ii) a Change of Control Transaction or (iii) a Qualified Offering, the Company shall, subject to the Holder’s conversion rights
set forth herein, pay to the Holder in immediately available Dollars an amount equal to the Mandatory Prepayment Amount. The Company shall
provide notice to the Holder of any of the events set forth in clauses (i), (ii) or (iii) hereof (each a “Mandatory Prepayment
Event”), including the expected gross proceeds thereof, not later than the 10th day preceding the date of consummation
of such Mandatory Prepayment Event, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount
on the date of consummation of such Mandatory Prepayment Event. The Holder may continue to convert the principal amounts to be prepaid
under this Note until the date of consummation of such Mandatory Prepayment Event; provided, that, if the Company does not provide
such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder
may refuse such payment in whole or in part and convert the Note in the amount of such payment refused and, in its sole discretion, apply
such payment to other outstanding Obligations, if any. This Section 2(b) is merely a requirement to redeem this Note and not an authorization
to consummate any Mandatory Prepayment Event otherwise prohibited by the Transaction Documents.


 


c) Voluntary
Prepayments. So long as no Event of Default exists, at any time upon ten (10) days’ prior written notice to the Holder (which
notice shall be a Transaction Document and constitute an irrevocable agreement to pay such amount on the date set forth on such notice)
stating the proposed date and proposed principal amount of such prepayment, but subject to the Holder’s conversion rights set forth
herein, the Company may prepay any portion of the principal amount of this Note, any accrued and unpaid interest, and any other amounts
due under this Note. If the Company exercises its right to prepay the Note, the Company shall pay to the Holder in immediately available
Dollars an amount equal to (i) if such prepayment is made any time from the Original Issue Date until six (6) months thereafter, one hundred
ten percent (110%) of the outstanding principal amount being prepaid and any accrued and unpaid interest on such date of prepayment or
(ii) if such prepayment is made any time after six (6) months from the Original Issue Date, one hundred fifteen percent (115%) of the
outstanding principal amount being prepaid and any accrued and unpaid interest on such date of prepayment (in each case, the “Voluntary
Prepayment Amount”). The Holder may continue to convert the principal amount of the Note to be prepared after the date notice
of the prepayment is given until the date it receives such prepayment.


 


d) Interest.
The Company shall pay interest to the Holder on the aggregate then outstanding principal amount of this Note and any other Obligation
owing that does not expressly provide for any other rate of interest at the rate of nine and 9/10 percent (9.9%) per annum from the date
this Note is issued (or in the case of any other Obligation, from the date such obligation becomes due and payable) until all such principal
amount and all other outstanding Obligations are paid in full in cash in immediately available Dollars (including all accrued and unpaid
interest, liquidated damages and other amounts which may become due under any Transaction Document). All interest payments hereunder will
be payable in cash, in immediately available Dollars, or subject to the Equity Conditions on the date of such repayment, in Common Stock
in the Company’s discretion at the Fixed Conversion Price. Accrued and unpaid interest shall be due and payable on each Conversion
Date, prepayment date, and on the Maturity Date, or as otherwise set forth herein. Upon an Event of Default, the interest rate set forth
hereunder shall increase as provided in Section 6(b) of this Note. All payments of interest shall reduce the Minimum Interest Amount,
and any remaining Minimum Interest Amount shall be due and payable upon the early repayment of principal as provided hereunder to compensate
the Holder for a lesser profit in case of early repayment and for the internal and external work and expenditure of time and money involved
in the evaluation, preparation and closing of the Transaction Documents. The Minimum Interest Amount is not to be construed to cover or
be applied against any indemnity or any out-of-pocket fees, costs or expenses incurred in any action to collect any Obligation or to foreclose
any Lien securing the same. This provision shall not affect or limit the holder’s rights or remedies with respect to any Event of
Default.


 




    
		9	 

 


     


    

 


e) Late
Fee. The Company shall pay a late fee (each a “Late Fee”) on any amount that is required to be paid under any Transaction
Document and is not paid when due, at a rate equal to ten percent (10%) per annum of such amount or the maximum rate permitted by applicable
Regulation which shall be due and owing daily from the date such amount is due hereunder through the date of actual payment in full of
such amount in cash in immediately available Dollars. These Late Fees are to cover the extra internal expenses and inconvenience involved
in handling delinquent payments and is not to be construed to cover or be applied against any indemnity or any out-of-pocket fees, costs
or expenses incurred in any action to collect any Obligation or to foreclose any Lien securing the same. This provision shall not affect
or limit the holder’s rights or remedies with respect to any Event of Default.


 


f) Interest
and Fee Calculations and Payment Provisions. All payments made under any Transaction Document, except as otherwise expressly provided
in such Transaction Document, shall be made in cash, in immediately available Dollars without set off or counterclaim. Interest and fees
shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30) calendar day periods, for the actual number
of days (including the first day but excluding the last day) occurring in the applicable period and shall accrue daily; provided,
that the Minimum Interest Amount shall be deemed to be fully earned and accrued on the Original Issue Date and payable as provided in
this Agreement. Interest hereunder will be paid to the initial Holder or, if the Company has received notice of any transfer thereof signed
by the initial Holder or any successive Holders, to the Person in whose name this Note is registered on the records of the Company regarding
registration and transfers of this Note (the “Note Register”). No prepayment may be made hereunder without the notice
required hereunder or without payment of the Mandatory Prepayment Amount or the Voluntary Prepayment Amount, as applicable. The Holder
shall have the option to refuse or accept, in its sole discretion, any attempted prepayment made without the notice required hereunder
or any attempted prepayment that does not appear to include the full Mandatory Prepayment Amount or Voluntary Prepayment Amount, as applicable,
when required. In addition, regardless of the intended characterization of the Company of any payment, the Holder shall have the option,
in its sole discretion, to recharacterize or apply any portion of such prepayment, including recharacterizing a payment as a smaller prepayment
of principal together with payment of the remainder of the Mandatory Prepayment Amount or Voluntary Prepayment Amount, as applicable,
to account for a payment of the Mandatory Prepayment Amount or Voluntary Prepayment Amount, as applicable. The Holder may apply any payment
made under any Transaction Document to any outstanding Obligation, in its sole discretion. The Company hereby irrevocably waives the right
to direct the application of any payment in respect to any amount due under the Transaction Documents or, after any Event of Default,
any proceeds of Collateral thereunder. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the
due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included
in the computation of payment of interest or fees, as the case may be. Each determination by the Holder of an amount of interest or fee
due hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


Section
3. Registration of Transfers and Exchanges


 


a) Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


b) Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder and may be transferred
or exchanged only in compliance with applicable federal and state securities Regulations.


 


c) Reliance
on Note Register. The initial Holder is listed herein. Prior to due presentment for transfer to the Company of this Note, the Company
and any agent of the Company may treat the Person in whose name this Note is duly registered, upon receipt of appropriate signed notice
from the Person previously listed on the Note Register as owner hereof, on the Note Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent
shall be affected by notice to the contrary.


 




    
		10	 

 


     


    

 


Section
4. Conversion


 


a) Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in
whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion
limitations set forth in Section 4(e)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form
of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount
of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”).
If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is
deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of
guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required
to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest
thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note
in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule, containing at a minimum
the information shown on Schedule 1, and showing historically, among other things, the principal amounts converted and the date
of such conversions. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such
Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in
the absence of manifest error.


 


b) Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to $0.50 (the “Fixed Conversion Price”).
All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. The Fixed Conversion
Price shall be rounded down to the nearest $0.01 and in no event lower than $0.01. Nothing herein shall limit the Holder’s right
to pursue actual damages or declare an Event of Default pursuant to Section 6 and the Holder shall have the right to pursue all remedies
available to it hereunder, at law or in equity including a decree of specific performance and/or injunctive relief. The exercise of any
such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable Regulation.


 


c) Fixed
Conversion Price Reset. If, on the one hundred and eighty first (181st) day following the Original Issue Date, the Closing
Sale Price of the Common Stock is less than the Fixed Conversion Price, as adjusted, the Fixed Conversion Price shall immediately be reset
to a price equal to ninety percent (90%) of the lowest VWAP for the twenty (20) Trading Days prior to and including such one hundred and
eighty first (181st) day following the Original Issue Date.


 


 d) Mechanics of Conversion.




 


i. Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be
determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and any accrued and
unpaid interest, including interest, to be converted by (y) the Fixed Conversion Price.


 




    
		11	 

 


     


    

 


ii. Delivery
of Certificate Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”),
the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Shares which,
on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information
and the Company has received an opinion of counsel to such effect, which such opinion must be acceptable to the Holder in its sole and
absolute discretion (which opinion the Company shall be responsible for obtaining at its sole cost and expense) shall be free of restrictive
legends and trading restrictions, representing the number of Conversion Shares being acquired upon the conversion of this Note. All certificate
or certificates required to be delivered by the Company under this Section 4(d) shall be delivered electronically through the Depository
Trust Company or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on
which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information, or there is no registration
statement in effect covering the Conversion Shares, the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:


 


“THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH
COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


Notwithstanding
the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information
requirements, the Company, upon request and at the sole cost and expense of the Company, shall obtain a legal opinion that is acceptable
to the Holder in its sole and absolute discretion, to allow for such sales under Rule 144.


 


iii. Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as
directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at
any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly
return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates
issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv. Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver
the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of
any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation
of Regulations by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, that such delivery shall not
operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall
elect to convert any or all of the outstanding principal or interest amount hereof, the Company may not refuse conversion based on any
claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of Regulation, Contractual
Obligation or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of
all or part of this Note shall have been sought. If the injunction is not granted, the Company shall promptly comply with all conversion
obligations herein. If the injunction is obtained, the Company must post a surety bond for the benefit of the Holder in the amount of
one hundred fifty percent (150%) of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall
remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to
the Holder to the extent it obtains judgment. In the absence of seeking such injunction, the Company shall issue Conversion Shares (or,
where applicable and required hereunder, cash), upon a properly noticed conversion. If the Company fails for any reason to deliver to
the Holder such certificate or certificates pursuant to Section 4(d)(ii) by the Share Delivery Date, the Company shall pay to the Holder,
in cash, in immediately available Dollars, as liquidated damages and not as a penalty, $1,000 per Trading Day for each Trading Day after
such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s
right to pursue actual damages or declare an Event of Default pursuant to Section 6 for the Company’s failure to deliver Conversion
Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law
or in equity including a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the
Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable Regulation.


 




    
		12	 

 


     


    

 


v. Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if
the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section
4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction
or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by
the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date
(a “Buy-In”), then the Company shall (A) pay in cash in immediately available Dollars to the Holder (in addition to
any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including
any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock
that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving
rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue
(if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion
shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had
timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale
price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under
clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including a decree of specific performance and/or injunctive relief with respect to the Company’s failure to
timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 


vi. Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock a number of shares of Common Stock at least equal the Reserve Amount for the sole purpose of issuance
upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual
contingent purchase rights of Persons other than the Holder (and the other holders of the Notes). The Company covenants that all shares
of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The Company
shall calculate and readjust the Reserve Amount on the first Business Day of each month so long as this Note is outstanding,


 




    
		13	 

 


     


    

 


vii. Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction
of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay
a cash adjustment in immediately available Dollars in respect of such final fraction in an amount equal to such fraction multiplied by
the Fixed Conversion Price or round up to the next whole share.


 


viii. Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge
to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates,
provided, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the
Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof
shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been
paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.


 


e) Holder’s
Conversion Limitations. The Company shall not effect any conversion of principal or interest of this Note, and a Holder shall not
have the right to convert any principal or interest of this Note, to the extent that after giving effect to the conversion set forth on
the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together
with the Holder or any of the Holder’s Affiliates, the “Attribution Parties”) would beneficially own in excess
of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion
of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are
issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any
of its Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other Securities of the
Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including any other Notes) beneficially
owned by the Holder or any of its Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section
4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Note is convertible
(in relation to other Securities owned by the Holder together with any Attribution Parties) and of which principal amount of this Note
is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s
determination of whether this Note may be converted (in relation to other Securities owned by the Holder together with any Attribution
Parties) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure
compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that
such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify
or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section
4(e), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common
Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the
Company’s transfer agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request
of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of Securities of the Company, including this Note, by the Holder or its Attribution Parties since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon conversion of this Note held by the Holder. The Holder, upon not less than sixty-one (61) days’ prior notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(e); provided, that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section
4(e) shall continue to apply. Any such increase or decrease will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Note.


 




    
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f) Regulatory
Conversion Cap. The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms
of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company
may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations
under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations,
the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (i) obtains the approval
of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such
amount or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be
reasonably satisfactory to the Purchasers. Until such approval or such written opinion is obtained, no Purchaser shall be issued in the
aggregate, upon conversion of this Note or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than
the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) the quotient of (1) the aggregate
original Principal Amount of this Note issued to the applicable Purchaser pursuant to the Purchase Agreement on such Closing Date divided
by (2) the aggregate original Principal Amount of the Notes issued to the Purchasers pursuant to the Purchase Agreement on such Closing
Date (with respect to each Purchaser, the “Exchange Cap Allocation”). In the event that any Purchaser shall sell or
otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap
Allocation with respect to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee
with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of a holder’s
Note, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued
to such holder upon such holder’s conversion in full of this Note shall be allocated to the respective Exchange Cap Allocations
of the remaining holders of this Note on a pro rata basis in proportion to the shares of Common Stock underlying this Note hen held by
each such holder of this Note. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section
4(f) (the “Exchange Cap Shares”) to a Holder, the Company shall pay immediately available Dollars to such Holder in
exchange for the redemption of such portion of this Note held by the Holder that are not convertible into such Exchange Cap Shares at
a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day
immediately preceding the date such Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company,
and (B) to the extent such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by such Holder of Exchange Cap Shares, brokerage commissions, if any, of such Holder incurred in connection therewith.


 




    
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Section
5. Certain Adjustments


 


a) Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes
a Restricted Payment payable in shares of Common Stock on shares of Common Stock or any Stock Equivalents (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, this Note), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of the Company, then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and
of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination
or re-classification.


 


b) Lower
Priced Transaction. So long as this Note remains outstanding, the Company shall not enter into any financing transaction (other than
with respect to an Exempt Issuance) pursuant to which the Company sells its Securities at a price lower than the Fixed Conversion Price
(subject to adjustment in accordance with Section 4(b) and Section 5(a)) without the written consent of the Holder.


 


c) Most
Favored Nation Status. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding or the
Holder holds any Conversion Shares, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose
of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Stock Equivalents,
at an effective price per share less than the Fixed Conversion Price then in effect other than in respect of an Exempt Issuance (such
lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”)
(it being understood and agreed that if the holder of the Common Stock or Stock Equivalents so issued shall at any time, whether by operation
of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options
or rights per share which are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share
that is less than the Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed Conversion Price
on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the
Fixed Conversion Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common
Stock or Stock Equivalents are issued. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance
or deemed issuance of any Common Stock or Stock Equivalents subject to this Section 5(c), indicating therein the applicable issuance price,
or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(c), upon the
occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless
of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate
Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock
Equivalents at the lowest possible conversion or exercise price at which such Securities may be converted or exercised. This Section 5(c)
will not apply to that certain series of preferred stock owned by the Holder; and provided, further, that this Section 5(c) shall not
apply to any existing convertible instruments outstanding on the day before the Original Issue Date of this Note that are not owned by
the Holder for a period of ninety (90) days subsequent to the Original Issue Date of this Note.


 




    
		16	 

 


     


    

 


d) Pro
Rata Distributions. While this Note is outstanding, the Company shall not declare or make any Restricted Payment (or rights to receive
Restricted Payments).  In the event that the Note is repaid at the time of such Restricted Payment, the Holder shall not be entitled
to participate in such Restricted Payment.  If the Holder and the Company mutually agree, and the Note is not repaid at the time
of such Restricted Payment, then the Holder shall be entitled to participate in such Restricted Payment to the same extent that the Holder
would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Note (without regard to any limitations on exercise hereof, including the Beneficial Ownership Limitation) immediately before the date
of which a record is taken for such Restricted Payment, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Restricted Payment (provided, that to the extent that the Holder's
right to participate in any such Restricted Payment would result in the Holder exceeding the Beneficial Ownership Limitation, then the
Holder shall not be entitled to participate in such Restricted Payment to such extent (or in the beneficial ownership of any shares of
Common Stock as a result of such Restricted Payment to such extent) and the portion of such Restricted Payment shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 


e) Fundamental
Transaction. Upon the occurrence of any Fundamental Transaction, the Holder, upon any subsequent conversion of this Note, shall have
the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence
of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note), the number of shares
of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of
shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation
in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Fixed Conversion Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Fixed Conversion Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the Securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such
Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the Obligations of the Company, in accordance with the provisions
of this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the
Holder in exchange for this Note a Security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations
on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for
the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and
which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the Obligations of the Company with the same effect as if such Successor
Entity had been named as the Company herein.


 


f) Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.


 




    
		17	 

 


     


    

 


g) Notice
to the Holder.


 


i. Adjustment
to Fixed Conversion Price. Whenever the Fixed Conversion Price is either (x) reset pursuant to the provisions of Section 4(c) or (y)
adjusted pursuant to any provision of Section 5(a), the Company shall promptly deliver to each Holder a notice setting forth the Fixed
Conversion Price after such reset or adjustment and setting forth a brief statement of the facts requiring such adjustment. Notwithstanding
anything in this Section 5 to the contrary, no adjustment pursuant to this Section 5 shall increase the Fixed Conversion Price other than
proportional increases upon the occurrence of a reverse stock split in accordance with Section 5(a).


 


ii. Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution or other Restricted Payment
in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all
or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other Securities,
cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion
of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty
(20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Common Stock of record to be entitled to such dividend, distribution, Restricted Payment, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record
shall be entitled to exchange their shares of the Common Stock for Securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided, that the failure to deliver such notice or any defect therein
or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent
that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 




    
		18	 

 


     


    

 


h) Variable
Rate Transaction. So long as this Note remains outstanding, the Company shall not directly or indirectly (i)(A) consummate any exchange
of any Indebtedness and/or Securities of the Company for any other Securities and/or Indebtedness of the Company, (B) cooperate with any
person to effect any exchange of Securities and/or Indebtedness of the Company in connection with a proposed sale of such Securities from
an existing holder of such Securities to any other unrelated Person), and/or (C) reduce and/or otherwise change the exercise price,
conversion price and/or exchange price of any Stock Equivalent of the Company and/or amend any non-convertible Indebtedness of the Company
to make it convertible into Securities of the Company, (ii) issue or sell any of its Securities either (A) at a conversion, exercise or
exchange rate or price that is based upon and/or varies with the trading prices of, or quotations for, Common Stock, and/or (B) with a
conversion, exercise or exchange rate and/or price that is subject to being reset on one or more occasions either (1) at some future date
after the initial issuance of such Securities or (2) upon the occurrence of specified or contingent events directly or indirectly related
to the business of the Company or the market for the Common Stock, and/or (iii) enter into any agreement (including an “equity line
of credit” or an “at-the-market offering”) whereby the Company may sell Securities at a future determined price. Any
transaction contemplated in this Section 5(h), shall be referred to as a “Variable Rate Transaction”. The Holder shall
be entitled to obtain injunctive relief against the Company to preclude any Variable Rate Transaction (without the need for the posting
of any bond or similar item, which the Company hereby expressly and irrevocably waives the requirement for), which remedy shall be in
addition to any right of the Holder to collect damages. A “Variable Rate Transaction” shall also mean, collectively, an “Equity
Line of Credit” or similar agreement, or a Variable Priced Equity Linked Instrument. For purposes hereof, “Equity Line
of Credit” means any transaction involving a written agreement between the Company and an investor or underwriter whereby the
Company has the right to “put” its Securities to the investor or underwriter over an agreed period of time and at future determined
price or price formula (other than customary “preemptive” or “participation” rights or “weighted average”
or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions that
are not Variable Priced Equity Linked Instruments), and “Variable Priced Equity Linked Instruments” means: (A) any
Stock Equivalent convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either
(1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations
for Common Stock at any time after the initial issuance of such Stock Equivalent, or (2) with a conversion, exercise or exchange
price that is subject to being reset on more than one occasion at some future date at any time after the initial issuance of such debt
or equity security due to a change in the market price of the Company’s Common Stock since date of initial issuance (other than
customary “preemptive” or “participation” rights or “weighted average” or “full-ratchet”
anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions), and (B) any amortizing convertible
Stock Equivalent which amortizes prior to its maturity date, where the Company is required or has the option to (or any investor in such
transaction has the option to require the Company to) make such amortization payments in shares of Common Stock which are valued at a
price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance
of such Stock Equivalent (whether or not such payments in stock are subject to certain equity conditions).


 


Section
6. NEGATIVE COVENANTS


 


a) As
long as any portion of this Note or any other Obligation is not paid in full in cash, the Company shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly, do, or enter into any agreement to do, any of the following:


 


i. create,
enter into, create, incur, assume, enter into Guaranty Obligations with respect to, or suffer to exist any Indebtedness (other than Permitted
Debt) or repay the principal amount of, redeem, purchase or otherwise acquire or offer to repay the principal amount of, redeem, repurchase
or otherwise acquire any Indebtedness (other than Permitted Debt) whether or not existing on the Original Issue Date (other than the Notes
on a pro rata basis based on the principal amounts outstanding);


 


ii. create,
permit, incur or suffer to exist any Lien of any kind, on or with respect to any of its assets now owned or hereafter acquired or any
interest therein or any income or profits therefrom, other than the Liens securing the Obligations created pursuant to the Transactions
Documents and Permitted Liens;


 


iii. replace,
renew, exchange, convert, refinance, rescind, terminate, amend, supplement or otherwise modify the Factoring Agreement or any Bay View
Document, and no new Bay View Document maybe entered into, and no waiver or consent thereunder maybe be given, without the prior written
consent of the Holder and any/or collateral agent.


 


iv. sell
or otherwise dispose of any of its assets other than disposition of assets in the ordinary course of business or pursuant to the terms
of the Factoring Agreement, as permitted under this Note or in an asset sale which would not constitute a Fundamental Transaction;


 


v. amend
its charter documents in any manner that materially and adversely affects any rights of the Holder;


 




    
		19	 

 


     


    

 


vi. make,
approve, or offer to make any Restricted Payment with respect to any shares of Capital Stock (other than the Preferred Stock, the Conversion
Shares, and the Preferred Conversion Shares, and then only as otherwise permitted or required under the Transaction Documents);


 


vii. enter
into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of
the Company (even if less than a quorum otherwise required for board approval);


 


viii. consummate
a Fundamental Transaction;


 


ix. change
the nature of the Company’s business from the business conducted by the Company and its Subsidiaries on the date hereof (and, after
the consummation of the Business Combination, the business conducted by the Target on the date hereof);


 


x. fail
to use the proceeds of the Note as provided for in the Transaction Documents, including being engaged in operations involving the financing
of any investments or activities in, or any payments to, any Sanctioned Person; or


 


xi. directly
or indirectly (including through agents, contractors, trustees, representatives or advisors) (a) be in violation of any Sanctions Law
or engage in, or conspire or attempt to engage in, any transaction evading or avoiding any prohibition in any Sanction Law, (b) be
a Sanctioned Person or derive revenues from investments in, or transactions with Sanctioned Persons, (c) have any assets located in Sanctioned
Jurisdictions, (d) deal in, or otherwise engage in any transactions relating to, any property or interest in property blocked pursuant
to any Regulation administered or enforced by OFAC or (e) fail to comply with any material Regulations or Contractual Obligations applicable
to it or fail to obtain or comply with any material Permits.


 


Section
7. Events of Default


 


a) “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event
shall be voluntary or involuntary or effected by Regulation or pursuant to any judgment, decree or order of any court, or any order, rule
or Regulation of any Governmental Authority):


 


i. any
default in the payment of (A) the principal amount of this Note or any Make Whole Amount or (B) interest, fees, liquidated damages
or any other amount owing to a Holder on this Note or by any Company Party under any Transaction Document, as and when the same shall
become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise);


 


ii. any
Company Party shall fail for any reason to comply with Section 2.3 or Section 4.8 of the Purchase Agreement or Section 2(b),
Section 2(e), Section 4(d) (including Section 4(d)(vi)), Section 6 or Section 8(m) of this Note or any other Section of this Note or any
Transaction Document that provides for an action after a notice period or that provides a specific period of time for the Company Parties
to comply with;


 


iii. any
representation or warranty made by any Company Party in this Note, any other Transaction Document, any other Contractual Obligation with,
or any other report, financial statement, document, written statement or certificate made or delivered to, the Holder or any other Holder
shall be untrue or incorrect in any material respect as of the date when made or deemed made;


 




    
		20	 

 


     


    

 


iv. any
Company Party shall provide at any time notice to the Holder, including by way of public announcement, of such Company Party’s intention
to not honor any provision of this Note or any other Transaction Document (including requests for conversions of this Note in accordance
with the terms hereof);


 


v. any
Company Party shall fail to observe or perform any other covenant, provision, or agreement contained in this Note or any other Transaction
Document which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such
failure sent by the Holder or by any other Holder to the Company and (B) ten (10) Trading Days after any Company Party has become or should
have become aware of such failure;


 


vi. (a)
a breach, default or event of default (without regard for any cure period therefor provided therein) shall have occurred under any Indebtedness
of any Company Party (a) having (individually or in the aggregate for all such Indebtedness) an aggregate maximum principal amount or
commitment greater than One Hundred Fifty Thousand Dollars ($150,000), or (b) any such Indebtedness shall become or be declared due and
payable prior to the date on which it would otherwise become due and payable;


 


vii. A
breach, default or event of default (without regard to any grace or cure period provided in the applicable agreement, document or instrument
or any subsequent waiver or other modification thereto) shall have occurred under any other Contractual Obligation to which any Company
Party is obligated;


 


viii. (A)
any Company Party or any Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) of any Company Party commences a case
or other Proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency,
winding up, reorganization, arrangement, adjustment, protection, relief or composition of debts or liquidation or similar Regulation of
any jurisdiction relating to the Company or any Subsidiary thereof or any Proceeding seeking the entry of an order for relief or the appointment
of a custodian, receiver, trustee, liquidator or other similar official for it or for any of its assets, (B) any such case or other Proceeding
is commenced against the Company or any Subsidiary thereof by any other Person and such case or other Proceeding is not dismissed within
forty-five (45) days after commencement, (C) the Company or any Subsidiary thereof is adjudicated insolvent or bankrupt or any order of
relief or other order approving any such case or other Proceeding is entered, (D) the Company or any Subsidiary thereof shall generally
not pay its debts as such debts become due, shall admit in writing its inability to pay its debts as they mature or shall make a general
assignment for the benefit of creditors, (E) the Company or any Subsidiary thereof calls a meeting of its creditors with a view to arranging
a composition, adjustment or restructuring of its debts or (F) the Company or any Subsidiary thereof, by any act or failure to act, expressly
indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action to authorize or otherwise
for the purpose of effecting any of the foregoing;


 


ix. any
monetary judgment, writ or similar final process shall be entered or filed against any Company Party, any Subsidiary of any Company Party
or any of their assets for more than One Hundred Seventy Five Thousand Dollars ($175,000), and such judgment, writ or similar final process
shall remain unvacated, unbonded or unstayed for a period of forty-five (45) calendar days;


 


x. the
occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any asset of any Company Party or any
Subsidiary of any Company Party having an aggregate fair value or repair cost (as the case may be) in excess of Two Hundred Thousand Dollars
($200,000) individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within
sixty (60) days after the date thereof;


 




    
		21	 

 


     


    

 


xi. the
Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing
or quotation for trading thereon within five (5) Trading Days or the transfer of shares of Common Stock through the Depository Trust Company
System is no longer available or “chilled”;


 


xii. the
Company does not meet the current public information requirements under Rule 144, which failure is not cured, if possible to cure, within
two (2) Trading Days after the expiration of the applicable grace period permitted under Rule 12b-25
of the Exchange Act; unless the Company files a Form 12b-25 for the relevant report required to meet the current public
information requirements under Rule 144; 


 


xiii. the
Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance
with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), which failure is not cured, if possible to cure, within two (2) Trading Days after
the expiration of the applicable grace period permitted under Rule 12b-25 of the Exchange Act; unless
the Company files a Form 12b-25 for such report; or


 


xiv. notwithstanding
anything to the contrary in clauses (i) through (xiii) immediately preceding, any breach, default or event of default of a Company Party
occurring under the provisions of the Factoring Agreement.


 


The clauses in the definition of “Event
of Default” above operate independently, so that any action or event that falls within any such clause shall constitute an Event
of Default regardless of, whether because of a grace period or threshold or otherwise, it falls outside the language of any other clause.


 


b) Remedies
Upon Event of Default. Subject to the Beneficial Ownership Limitation as and to the extent set forth in Section 4(e), if any Event
of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether
or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding,
all of which shall continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding),
fees, liquidated damages and any other amounts owing by any Company Party in respect thereof or under any Transaction Document through
the date of acceleration, shall become, at the Holder’s election in its sole discretion, in whole or in part (or, in the case of
Section 7(a)(viii)(A) through (C), in whole, automatically and without the need for any notice, demand or any other action by the Holder
or its collateral agent (as applicable) or the Holder all of which are hereby waived), immediately due and payable, in cash or in shares
of Common Stock (at the Holder’s option in its sole discretion), at the greater of (i) the Mandatory Default Amount, and (ii) (a)
the outstanding principal amount of this Note and accrued and unpaid interest hereon (including any Minimum Interest Amount), in addition
to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note, divided by the Fixed Conversion
Price, multiplied by (b) the highest closing price for the Common Stock on the Trading Market during the period beginning on the date
of first occurrence of the Event of Default and ending one day prior to the mandatory prepayment date as set forth in Section 2(f). Immediately
on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest on this Note
shall accrue and be owed daily at an increased interest rate equal to the Default Interest or the maximum rate permitted under applicable
Regulations. Upon the payment in full of the Mandatory Default Amount in cash or in shares of Common Stock, the Holder shall promptly
surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide,
and the Company hereby waives, any presentment, demand, protest or other notice of any kind (other than the Holder’s election to
declare such acceleration), and the Holder may immediately and without expiration of any grace period enforce any and all of its rights
and remedies hereunder and all other remedies available to it under applicable Regulations. Such acceleration may be rescinded and annulled
by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any,
as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon. The Company shall provide all information and documentation to the Holder that is requested
by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note and the other
Transaction Documents and to enforce its rights hereunder and thereunder.


 




    
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Section
8. Miscellaneous


 


a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including any Notice of Conversion,
shall be in writing and delivered as set forth in the Purchase Agreement or, alternatively, delivered personally, by email or facsimile,
or sent by a nationally recognized overnight courier service, addressed to the Company as set forth in the signature pages hereof, or
such other contact information as the Company may specify for such purposes by notice to the Holder delivered in accordance with this
Section 7(a). All notices and other communications delivered hereunder shall be effective as provided in the Purchase Agreement.


 


b) Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note, without
set off or counterclaim, at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation
of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein and is
at least pari passu with all Indebtedness and other obligations of the Company, and is not subordinated to any such Indebtedness
or other obligation.


 


c) Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,
a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,
theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.


 


d) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof.
Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by
any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,
employees or agents) shall be commenced in the state and federal courts sitting in Clark County, Nevada (the “Nevada Courts”).
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada Courts for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of such Nevada Courts, or such Nevada Courts are improper or inconvenient venue
for such proceeding. Each party hereby waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any
party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the investigation, preparation
and prosecution of such action or proceeding. This Note shall be deemed an unconditional obligation of Company for the payment of money
and, without limitation to any other remedies of Holder, may be enforced against Company by summary proceedings in the jurisdiction where
enforcement is sought. For purposes of such rule or statute, any other document or agreement to which Holder and Company are parties or
which Company delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Company’s
obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith
or was executed apart from this Note.


 




    
		23	 

 


     


    

 


e) Characterizations. 
The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided
herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of
the Company (or the performance thereof).


 


f) Payments
on Next Business Day. Whenever any payment Obligation shall be due on a day other than a Business Day, such payment shall be due instead
on the next succeeding Business Day.


 


g) Payment
of Collection, Enforcement and Other Costs. In addition to, and not in substitution for and not to limit (but without duplication),
any other right to reimbursement under this Note or any other Transaction Document, (i) this Note is placed in the hands of an attorney
for collection or enforcement or is collected or enforced through any Proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note or (ii) there occurs any bankruptcy, reorganization, receivership of the
Company or other Proceedings affecting Company creditors' rights and involving a claim under this Note, then the Company shall pay all
out-of-pocket costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other Proceeding, including, but not limited to, attorneys' fees and disbursements.


 


h) Security
Interest. The Obligations of the Company Parties under this Note and the other Transaction Documents are secured by the Security Agreement
and the Intellectual Property Security Agreement, as well as other Transaction Documents.


 


i) Use
of Proceeds. All gross proceeds of the funding to the Company related to this Note shall be used as provided in the Purchase Agreement.


 


j) Securities
Laws Disclosure; Publicity. The Company shall (i) by 9:00 am (New York time) on the date following the Original Issued Date of this
Note issue a press release disclosing the material terms of the transactions contemplated hereby, and (ii) file a Current Report on Form
8-K, including the Transaction Documents as exhibits thereto with the SEC by the second Trading Day following the date hereof. From and
after the issuance of such Current Report on Form 8-K, the Company represents to the Holder that it shall have publicly disclosed all
material, non-public information delivered to any of the Holder by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon the issuance of such Current Report on Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar
obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,
directors, agents, employees or Affiliates on the one hand, and the Holder or any of its Affiliates on the other hand, shall terminate.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Holder, or include the name of the Holder in any
filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Holder, except (i) as
required by federal securities Regulation in connection with the filing of final Transaction Documents with the Commission and (ii) to
the extent such disclosure is required by Regulations (including Trading Market regulations), in which case the Company shall provide
the Holder with prior notice of such disclosure permitted under this clause (iii).


 




    
		24	 

 


     


    

 


k) Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 7(n), the Company covenants and agrees that neither it, nor any other Person acting on its
behalf has provided nor will provide the Holder or its agents or counsel with any information that constitutes, or the Company reasonably
believes constitutes, material non-public information, unless prior thereto the Holder shall have consented to the receipt of such information
and agreed with the Company to keep such information confidential. The Company understands and confirms that the Holder will be relying
on the foregoing covenant in effecting transactions in Securities of the Company. Any non-disclosure agreement (including “click
through” agreements and confidentiality clauses incorporated in larger agreements) entered into with the Holder and any Company
Party is hereby terminated. The Holder does not have any duty of confidentiality (or a duty not to trade on the basis of material non-public
information) to any Company Party or any of their Affiliates, or any of their respective officers, directors, agents, members, stockholders,
managers, employees and is governed only by application Regulations. To the extent that any notice provided pursuant to any Transaction
Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall, within
two (2) Trading Days, file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms
that the Holder shall be relying on all of the foregoing covenants in trading Securities of the Company.


 


l) Interpretation.
This Note is a Transaction Document and as such is subject to various interpretative, amendment and third party beneficiary and other
miscellaneous provisions set forth in the Purchase Agreement that expressly apply to Transaction Documents, located principally in Article
V thereof. In particular, without limitation, none of the terms or provisions of this Note may be waived, amended, supplemented or
otherwise modified except in accordance with Section 5.3(b) (Amendments) of the Purchase Agreement. In addition, unless otherwise
expressly provided in any Transaction Document, “outstanding” when referring in any Transaction Document to the principal
amount owing under this Note shall mean “outstanding and unconverted.”


 


m)
Successors and Assigns. This Note shall be binding upon the successors and assigns of the Company and shall inure to the benefit
of the Holder, each Purchaser Party and their successors and assigns; provided, that the Company may not assign, transfer or delegate
any of its rights or obligations under this Note except as authorized in the Purchase Agreement.


 


n) Counterparts.
This Note may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be
detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Note
by facsimile transmission or by e-mail shall be as effective as delivery of a manually executed counterpart hereof.


 


o) Severability.
Any provision of this Note being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision
not held illegal, invalid or unenforceable, any other provision of this Note or any part of such provision in any other jurisdiction.


 


p) Waiver
of Jury Trial. Each party hereto hereby irrevocably waives trial by jury in any Proceeding with respect to, or directly or indirectly
arising out of, under or in connection with, this Note or any other Transaction Document or the transactions contemplated therein or related
thereto (whether founded in contract, tort or any other theory). Each party hereto (A) certifies that no other party, no Purchaser
Party and no Affiliate or representative of any such other party or Affiliate 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 parties hereto
have been induced to enter into this Note by the mutual waivers and certifications in this Section 8(p).


 


[Signature
Pages Follow]


 




    
		25	 

 


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	 	HWN, INC. (f/k/a Spectrum Global Solutions, Inc.)
	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	Address:	 
	 	 	 
	 	Email	Address for delivery of Notices:



 




    
		26	 

 


     


    

 


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert principal under the Senior Secured Convertible Promissory Note, due December 29, 2023 of HWN, Inc. (f/k/a Spectrum Global Solutions,
Inc.., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”),
of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith
such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for
any conversion, except for such transfer taxes, if any.


 


By the delivery of this Notice
of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts
specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees to
comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid
shares of Common Stock.


 


	Conversion calculations:	
	 	 
	 	Date to Effect Conversion:
	 	 
	 	Principal Amount of Note to be Converted:
	 	 
	 	Payment of Interest in Common Stock __ yes __ no
	 	 
	 	 	If yes, $_____ of Interest Accrued on Account of Conversion
at Issue.
	 	 
	 	Number of shares of Common Stock to be issued:



 


	 	Signature:
	 	 
	 	Name:
	 	  
	 	Delivery Instructions:



 




    
		27	 

 


     


    

 


Schedule
1


 


CONVERSION SCHEDULE


 


This Conversion Schedule is part of, and reflects
conversions made under Section 4 of, the Senior Secured Convertible Promissory Note, due on December 29, 2023, in the original principal
amount of $2,500,000 is issued by HWN, Inc. (f/k/a Spectrum Global Solutions, Inc.), a Delaware corporation.


 


Dated:


	
     

    Date of Conversion

    (or for first entry, Original Issue Date)
	Amount of Conversion	Aggregate Principal Amount Remaining Subsequent to Conversion

(or original Principal Amount)	Company Attest
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




    
		28	 

 


     


    

 


Schedule
2(g)


 


Payment
Schedule1


  


	Month	Date	Principal	Interest	If in Stock	If in Cash	Remaining Principal
	Closing	 	 	 	 	 	 
	1	 	 	 	 	 	 
	2	 	 	 	 	 	 
	3	 	 	 	 	 	 
	4	 	 	 	 	 	 
	5	 	 	 	 	 	 
	6	 	 	 	 	 	 
	7	 	 	 	 	 	 
	8	 	 	 	 	 	 
	9	 	 	 	 	 	 
	10	 	 	 	 	 	 
	11	 	 	 	 	 	 
	12	 	 	 	 	 	 
	13	 	 	 	 	 	 
	14	 	 	 	 	 	 
	15	 	 	 	 	 	 
	16	 	 	 	 	 	 
	17	 	 	 	 	 	 
	18	 	 	 	 	 	 


 





 











		1	To be replaced by Schedule A to Term Sheet.



 





		29