Exhibit
10.23 


 


iSpecimen
Inc.


 


Fifth
Amendment to Note Subscription Agreements & Secured Promissory Notes


 


Approved
by the Board of Directors on March 15, 2021


 


This Fifth Amendment to the
Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and
effective as of March 15, 2021 (the “Effective Amendment Date”), by and among iSpecimen Inc., a Delaware
corporation (the “Company”), and those investors who are holders (the “Note Investors”)
of the Company’s Secured Promissory Notes in the aggregate principal amount of $6,500,000 (as described below).


 


Whereas,
the Company and the Note Investors have previously and separately entered into various Note Subscription Agreements executed at various
times between August 2018 and September 2020 (the “Note Subscription Agreements”), pursuant to which the Company
issued and sold $6,500,000 in aggregate principal amount of Secured Promissory Notes (the “Secured Promissory Notes”);


 


Whereas,
the Note Subscription Agreements and the Secured Promissory Notes may be amended with the consent of the Company and the holders of greater
than seventy-five percent (75%) in principal amount of outstanding Secured Promissory Notes (the “Majority Lenders”
as defined in the Note Subscription Agreements prior to this Amendment);


 


Now,
Therefore, in consideration of the mutual promises and covenants set forth herein, and
for other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, the Company and the undersigned
Note Investors agree as follows:


 


1.                  
Defined Terms. Except as specifically provided herein, capitalized terms not defined herein shall have the meanings
ascribed to them in the Note Subscription Agreements and the Secured Promissory Notes.


 


2.                  
Amendments to the Note Subscription Agreements and the Secured Promissory Notes. The Note Subscription Agreements
and the Secured Promissory Notes are hereby amended as follows: 


 


		A.	Note Subscription Agreement: Section 1, Subscription for Note



 


		Delete:	“1.     Subscription
for Note. Subject to the terms and conditions contained herein, the undersigned Investor hereby subscribes for and agrees to purchase
the principal amount of Secured Promissory Notes, in the form attached hereto as Exhibit A (the “Notes”),
in the amount set forth on the signature page of this Agreement. The Notes shall bear interest, on a non-compounding basis, at a rate
of twenty four percent (24%) per annum prior to October 1, 2020 and at a rate of thirty percent (30%) per annum from and after October
1, 2020, due on maturity on the earlier of (i) the closing of a new permanent equity financing yielding gross proceeds in excess of $10,000,000
(inclusive of existing convertible notes), (ii) the sale of the Company, (iii) prepayment by the Company, or (iv) March 31, 2021 (the
 “Maturity Date”). The Notes will be repayable upon demand of the Majority Lenders at any time on or after the
Maturity Date, provided that the Notes have not been otherwise repaid in accordance with their terms. The Notes will be secured obligations
of the Company. The Majority Lenders may, with the approval of the Company, elect to extend the Maturity Date one or more times, at their
discretion. The Notes will be issued by the Company solely to “accredited investors” (as defined under Rule 501 of Regulation
D of the Securities Act of 1933, as amended, the “Securities Act”).”



 






    
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	Fifth Amendment to Note Subscription Agreements and Secured Promissory Notes, March 2021
	Page 1

 


     


    

 


		Insert:	“1.     Subscription for
Note. Subject to the terms and conditions contained herein, the undersigned Investor hereby subscribes for and agrees to purchase
the principal amount of Secured Promissory Notes, in the form attached hereto as Exhibit A (the “Notes”),
in the amount set forth on the signature page of this Agreement. The Notes shall bear interest, on a non-compounding basis, at a rate
of twenty four percent (24%) per annum prior to October 1, 2020 and at a rate of thirty percent (30%) per annum from and after October
1, 2020, due on maturity on the earlier of (i) the closing of an initial public offering yielding gross proceeds in excess of $18,000,000,
exclusive of any existing convertible notes (a “Qualified IPO”), (ii) the sale of the Company, (iii) prepayment
by the Company, or (iv) April 30, 2021 (the “Maturity Date”). The Notes will be repayable upon demand of the
Majority Lenders at any time on or after the Maturity Date, provided that the Notes have not been otherwise repaid or converted in accordance
with Sections 1.6 or 1.7. The Notes will be secured obligations of the Company. The Majority Lenders may, with the approval of the Company,
elect to extend the Maturity Date one or more times, at their discretion. The Notes will be issued by the Company solely to “accredited
investors” (as defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended, the “Securities Act”).”



 


		B.	Note Subscription Agreement: New Section 1.6, Elective Conversion Upon a Qualified IPO



 


		Insert:	“1.6     Elective Conversion Upon a Qualified IPO. Notwithstanding anything contained
herein to the contrary, the Note Investor may provide notice of their election at any time prior to the Maturity Date and up to the date
of March 19, 2021 or such other date as determined at the discretion of the Board of Directors (“Elective Notice”)
to convert fifty percent (50%) or more of the outstanding unpaid principal on the Secured Promissory Note issued hereunder (the “Elective
Principal Conversion Amount”) plus any amount of outstanding unpaid interest on the Secured Promissory Note
issued hereunder (the “Elective Interest Conversion Amount”) at the time of the Qualified IPO, into the same
class or series of securities of the Company to be offered and issued in the Qualified IPO (the “IPO Stock”)
at a rate equal to the issue price of the IPO Stock less a thirty percent (30%) discount (that is, at a rate of seventy percent (70%)
of the issue price of the IPO Stock; such discounted IPO Stock, the “Elective Conversion Stock”). With respect
to each Investor, any Elective Principal Conversion Amount elected by such Investor shall be deducted from the amount of principal then
outstanding on such Investor’s Note to calculate the Investor’s “Adjusted Principal Repayment Amount”
and any Elective Interest Conversion Amount elected by such Investor shall be deducted from the amount of accrued interest due to such
Investor to calculate the Investor’s “Adjusted Interest Repayment Amount”.



 


Any Elective Notice
given by the Note Investor shall be in the form provided in Exhibit B to the Note Subscription Agreement and shall be binding upon its
execution and submission to the Company, converting the sum of the amounts specified for such elective conversion first with respect
to outstanding principal on the Note and second with respect to outstanding interest. In connection with the provision of any Elective
Notice by the Note Investor, such Note Investor agrees to and shall enter into the customary “lock-up” agreement in favor
of the underwriter of the Company’s initial public offering for a period of six (6) months from the date of the Qualified IPO, provided
in Exhibit C (the “Lock Up Agreement”). An Elective Notice shall only be effective upon execution of the Lock
Up Agreement by the Investor. Upon the timely delivery and receipt by the Company of such Elective Notice and Lock Up Agreement, the Company
shall take reasonable efforts to obtain all approvals, consents, waivers and make all filings necessary or appropriate to designate and
authorize the Elective Conversion Stock, if and as applicable.


 


The sum of all Elective
Interest Conversion Amounts specified in all Elective Notices provided by Investors to the Company shall be deducted from the total amount
of interest then outstanding on all Secured Promissory Note to calculate the “Total Adjusted Outstanding Interest”,
which shall be repaid in accordance with Section 1.7. The sum of all Elective Principal Conversion Amounts specified in all Elective Notices
provided by Investors to the Company shall be deducted from the total amount of principal then outstanding on all Secured Promissory Note
to calculate the “Total Adjusted Outstanding Principal”, which shall be repaid in accordance with Section 1.7.


 






    
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	Fifth Amendment to Note Subscription Agreements and Secured Promissory Notes, March 2021
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		C.	Note Subscription Agreement: New Section 1.7, Repayment of Total Adjusted Outstanding Interest and Total
Adjusted Outstanding Principal Upon a Qualified IPO.



 


		Insert:	“1.7     Repayment of Total Adjusted Outstanding Interest and Total Adjusted Outstanding
Principal Upon a Qualified IPO. If a Qualified IPO is consummated, either as a single transaction or a series of related transactions
prior to the Maturity Date, the Company shall make a cash payment to the Note Investors equal to the amount of “Note Repayment
Proceeds”, which shall be defined as the greater of either the Total Adjusted Outstanding Interest or one
and one-half times (1.50X) the Third-Party Loan Proceeds. For the purposes herein, “Third-Party Loan Proceeds”
shall mean the net cash proceeds received by the Company from an institutional lender, commercial bank, or other similar lender consummated
on or about the time of the Qualified IPO (or contingent upon the closing of the Qualified IPO).



 


The Company shall first apply
such Note Repayment Proceeds to repay the Total Adjusted Outstanding Interest due on the Notes as of such date by delivering in cash to
each Investor an amount equal to such Investor’s Adjusted Interest Repayment Amount. The Company shall second apply the balance
of the Note Repayment Proceeds that remains after payment of the Total Adjusted Outstanding Interest, up to the amount equal to
the Total Adjusted Outstanding Principal (the “Principal Repayment Proceeds”), to make a repayment in cash to
each Investor equal to an amount of principal calculated by multiplying the Principal Repayment Proceeds by a fraction, the numerator
of which is equal to the Adjusted Principal Repayment Amount of such Investor and the denominator of which is equal to Total
Adjusted Outstanding Principal then outstanding to all Investors. In no event shall any cash payment made to any Investor
exceed the sum of the Adjusted Interest Repayment Amount plus the Adjusted Principal Repayment Amount for such Investor.


 


Any remaining unpaid principal under
this Note, calculated by subtracting the Principal Repayment Proceeds from the Total Adjusted Outstanding Principal on the Secured Promissory
Notes (the “Automatic Principal Conversion Amount”), shall then automatically convert into IPO Stock at a rate
equal to the issue price of the IPO Stock less a ten percent (10%) discount (that is, at a rate of ninety percent (90%) of the issue price
of the IPO Stock; such discounted IPO Stock; the “Automatic Conversion Stock”). Notwithstanding the foregoing,
if the Company is unable to repay at least twenty-five percent (25%) of the Total Adjusted Outstanding Principal of the Notes (the “Principal
Repayment Floor”), then no Automatic Conversion Stock shall be issued and the Total Adjusted Outstanding Principal on the
Notes shall remain on the books of the Company under their existing Notes which shall automatically be amended to (i) have their interest
rates adjusted to a rate of fifteen percent (15%) per annum and (ii) have their Maturity Date set to a date that is eighteen (18) months
from the date of the Qualified IPO.


 


In connection with
the consummation of such Qualified IPO, the full payment of the interest due on the Note in the form of either cash or Elected Conversion
Stock and the full repayment of principal on the Note in the form of either cash, Elected Conversion Stock, and/or Automatic Conversion
Stock, this Note shall be treated by the Company as surrendered for cancellation on the books of the Company.


 






    
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		D.	Secured Promissory Note: Preamble



 


		Delete:	 “FOR VALUE RECEIVED, iSpecimen Inc., a Delaware corporation (the “Company”),
hereby promises to pay, on the written demand of the combined Majority Lenders at any time on or after the earlier of (i) the closing
of a new permanent equity financing yielding gross proceeds in excess of $10,000,000 (inclusive of existing convertible notes), (ii) the
sale of the Company, (iii) prepayment by the Company, or (iv) March 31, 2021 (the “Maturity Date”),”



 


		Insert:	“FOR VALUE RECEIVED, iSpecimen Inc., a Delaware corporation (the “Company”),
hereby promises to pay, on the written demand of the combined Majority Lenders at any time on or after the earlier of (i) the closing
of an initial public offering yielding gross proceeds of or in excess of $18,000,000, exclusive of any existing convertible notes (a “Qualified
IPO”), (ii) the sale of the Company, (iii) prepayment by the Company, or (iv) April 30, 2021 (the “Maturity
Date”),”



 


		E.	Secured Promissory Note: Section 1. Interest



 


		Delete:	“Interest on the principal amount
of this Note will accrue from and including the date hereof until and including the date such principal amount is paid, at a rate of twenty
four percent (24%) per annum prior to October 1, 2020 and at a rate of thirty percent (30%) per annum from and after October 1, 2020,
without compounding.”



 


		Insert:	“Interest on the principal amount
of this Note will accrue from and including the date hereof until and including the date such principal amount is paid, at a rate of twenty
four percent (24%) per annum prior to October 1, 2020 and at a rate of thirty percent (30%) per annum from and after October 1, 2020,
without compounding, subject to further adjustment in accordance with the terms of the Note Subscription Agreements.”



 


		F.	Secured Promissory Note: New Section 1A. Conversion of Note



 


		Insert:	“Conversion of Note.
Sections 1.6 and 1.7 of the Note Subscription Agreement provide for the repayment, conversion or amendment (as applicable) of this Note
in the event of a Qualified IPO.”



 


3.                  
Effect of Amendment. The parties hereby agree and acknowledge that except as provided in this Amendment, the Note
Subscription Agreements and the Secured Promissory Notes remain in full force and effect, it being the intention of the parties that this
Amendment, the Note Subscription Agreements, and the Secured Promissory Notes, as applicable, be read, construed and interpreted as one
and the same integrated instrument. This Amendment shall automatically take effect when executed, signed and delivered by those Note Investors
holding greater than seventy-five percent (75%) in principal amount of the outstanding Secured Promissory Notes. The undersigned parties
hereby acknowledge and agree that, except as provided in this Amendment, the Note Subscription Agreements, the Secured Promissory Notes,
and the respective agreements, covenants and obligations thereunder, are hereby expressly ratified and confirmed as of the date hereof.


 


4.                  
Counterparts; Facsimile and Electronic Signatures. This Amendment may be executed in any number of counterparts,
and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute a single
integrated agreement. For purposes of this Amendment, a document (or signature page thereto) signed and transmitted by facsimile machine,
portable document format, or other electronic means is to be treated as an original document. The signature of any party on any such document,
for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding
effect as an original signature on an original document. No party may raise the use of a facsimile machine or other electronic means,
or the fact that any signature was transmitted through the use of a facsimile machine or other electronic means, as a defense to the enforcement
of this Amendment.


 


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iSpecimen
Inc.


 


Fifth Amendment
TO THE


 


NOTE SUBSCRIPTION
AGREEMENTS and secured promissory notes


 


Approved
by the Board of Directors on March 15, 2021


 


In
Witness Whereof, the parties hereto have executed this Fifth Amendment to the Note Subscription Agreements and Secured
Promissory Notes as of the date and year first written above, as an instrument under seal.


 


	 	Company:
	 	 
	 	iSpecimen Inc. 
	 	 	 
	 	By:	/s/ Christopher Ianelli
	 	 	 
	 	 	 
	 	 	Name:	Christopher Ianelli, MD, PhD
	 	 	 	 
	 	 	Title:	Chief Executive Office 



 


This
Amendment shall take effect when executed by the Company and those Note Investors holding greater than seventy-five percent (75%) in principal
amount of all outstanding Secured Promissory Notes and shall be binding on all other holders of the Secured Promissory
Notes.


 


Note
Investor:


 


	NOTEHOLDER NAME	 
	 	 
	Principal Amount of Note(s) held as of March 15, 2021:	 
	 	 
	 	 	 
	By:	 	 
	 	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 Date:	 	 



 






    
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	Fifth Amendment to Note Subscription Agreements and Secured Promissory Notes, March 2021
	Page 5

 


     


    

 


iSpecimen
Inc.


 


NOTICE OF CONVERSION ELECTION


 


Reference is made to various Note Subscription Agreements executed
at various times between August 2018 and September 2020 (each, as may be amended from time to time, the “Note Subscription Agreements”),
pursuant to which the Company issued and sold $6,500,000 in aggregate principal amount of Secured Promissory Notes (each as may be amended
from time to time, the “Notes”). Pursuant to the terms of the Note Subscription Agreements and the Notes, the undersigned
hereby submits and agrees to the following Elective Principal Conversion Amount and Elective Interest Conversion Amount:


 


	Elective Principal Conversion Amount:	$              of
    principal outstanding on my Note(s)
	 	NOTE: Elective Principal Conversion Amount entered above must equal or exceed 50% of outstanding principal ($300,000) to qualify for 30% conversion discount upon Qualified IPO.
	 	 
	Elective Interest Conversion Amount:  	 ̈ DO
    NOT convert any interest
	 	 ̈ Convert
    EXACT AMOUNT of
    interest:                    
	 	 ̈ Convert
    ALL interest accrued as of Qualified IPO date



 


This election notice shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the general laws of the Commonwealth of Massachusetts and the federal securities
laws. This election notice may be executed in duplicate counterparts, which, when taken together, shall constitute one instrument and
each of which shall be deemed to be an original instrument. Each party hereto acknowledges and agrees that it has not received and is
not relying upon tax advice from any other party hereto, and that it has and will continue to consult its own advisors with respect to
taxes.


 


Note
Investor:


 


	NOTEHOLDER NAME	 
	 	 
	Principal Amount of Note(s) held as of March 15, 2021:	 
	 	 
	Total Accrued Interest on Note(s) as of March 15, 2021:	 
	 	 
	 	 	 
	By:	 	 
	 	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 Date:	 	 





  






    
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	Fifth Amendment to Note Subscription Agreements and Secured Promissory Notes, March 2021
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LOCK-UP AGREEMENT




 


The undersigned understands
that ThinkEquity, a Division of Fordham Financial Management, Inc. (the “Representative”), proposes to enter into
an Underwriting Agreement (the “Underwriting Agreement”) with iSpecimen Inc., a Delaware corporation (the “Company”),
providing for the initial public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per
share, of the Company (the “Common Shares”).


 


To
induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending
six (6) months after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”),
(1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares
or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned
or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up
Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities;
or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge
or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned
may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating
to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing
under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired
in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family
member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member”
means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity
or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity,
(i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by
or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries
or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned
is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b),
(c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative
a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of
the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from
the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the
Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing
Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any
securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise
of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or
to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during
the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement
shall be required or shall be voluntarily made within 90 days after the date of the Underwriting Agreement, and after such 90th
day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction
in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report
to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting
or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer
of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase
such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned
is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common
Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the
transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities,
provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the
extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned
or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that
no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that
occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided
that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance
of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required
to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation
of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar
transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing
of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer,
merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject
to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean
the consummation of any bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction the result
of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company.
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.


 






    
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The undersigned agrees that,
prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period
from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, the undersigned
will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written
confirmation from the Company that the Lock-Up Period has expired.


 


If the undersigned is an officer
or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed
or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees
that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection
with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company
has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at
least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder
to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions
of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the
duration that such terms remain in effect at the time of such transfer.


 






    
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The undersigned understands
that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.


 


The undersigned understands
that, if the Underwriting Agreement is not executed by June 30, 2021, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder,
then this lock-up agreement shall be void and of no further force or effect.


 


Whether or not the Public
Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to
an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.


 


	 	 	NOTEHOLDER
	 	 	 	 
	 	 	By:	                
	 	 	 	 
	 	 	 	 
	 	 	Address:
	 	 	 	 
	Date:	 	 	 



 






    
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	Fifth Amendment to Note Subscription Agreements and Secured Promissory Notes, March 2021
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